HomeMy WebLinkAbout20213086.tiffRESOLUTION
RE: APPROVE CONTRACT FOR EXPANDED ACCESS TO COVID-19 VACCINES VIA THE
AGING NETWORK AND AUTHORIZE CHAIR TO SIGN AND SUBMIT
ELECTRONICALLY
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Contract for Expanded Access to
COVID-19 Vaccines via the Aging Network between the County of Weld, State of Colorado, by
and through the Board of County Commissioners of Weld County, on behalf of the Department of
Human Services, Area Agency on Aging, and the Colorado Department of Human Services,
Division of Aging and Adult Services, commencing upon full execution of signatures, and ending
September 30, 2022, with further terms and conditions being as stated in said contract, and
WHEREAS, after review, the Board deems it advisable to approve said contract, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Contract for Expanded Access to COVID-19 Vaccines via the
Aging Network between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, on behalf of the Department of Human Services, Area
Agency on Aging, and the Colorado Department of Human Services, Division of Aging and Adult
Services, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to electronically sign and submit said contract.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 3rd day of November, A.D., 2021.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: detofeA) jeldo;ei
Weld County Clerk to the Board
ounty torney
Date of signature: 1 I II 5/
2021-3086
HR0093
BC0054
cc:HSD
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Steve Moreno Chair
PRIVILEGED AND CONFIDENTIAL
MEMORANDUM
Con*kci-i1).-A5z�(4,
DATE: October 12, 2021
TO: Board of County Commissioners — Pass -Around
FR: Jaime Ulrich, Director, Human Services
RE: Colorado Department of Human Services (CDHS) Office of Adult,
Aging & Disability Services, Division of Aging and Adult Services
Contract to Expand Access to COVID-19 Vaccines via the Aging
Network
Please review and indicate if you would like a work session prior to placing this item on the Board's agenda.
Request Board Approval of the Department's Colorado Department of Human Services (CDHS) Office
of Adult, Aging & Disability Services, Division of Aging and Adult Services Contract to Expand Access to
COVID-19 Vaccines via the Aging Network. The Federal Grant No. 2101 COVAC5-00, CFDA 93.044 was
awarded to the State Unit on Aging on April 8`', 2021 expanding access to COVID-19 vaccines via the aging
network and is intended to help older adults and their caregivers obtain COVID-19 vaccinations. The State Unit
on Aging was directed to distribute the funds to local Area Agencies on Aging (AAA) for purposes of
disseminating credible information about COVID-19 vaccines, arranging or providing accessible transportation
to COVID-19 vaccination sites, assisting with reminders for individual's second vaccination appointment, and
related support. The total amount of the contract and grant award to Weld County AAA is $37,869.00.
The term of this contract is October 15, 2021 to September 30, 2022.
I do not recommend a Work Session. I recommend approval of this Contract and authorize the Chair to sign via
DocuSign.
Perry L. Buck
Mike Freeman
Scott K. James, Pro -Tern
Steve Moreno, Chair
Lori Saine
Approve Schedule
Reco , i edation Work Session Other/Comments:
Pass -Around Memorandum; October 12, 2021- CMS 5296
2021-3086
gCo654
N12aoa3
COLORADO
Financial Services
Ceprotrnentd Human Semoes
{hvisWn of Contracts and Procurement
Contract Routing Number 22 IHEA
171466 eClearance 2114264
STATE OF COLORADO
DEPARTMENT OF HUMAN SERVICES CONTRACT
SIGNATURE AND COVER PAGES
State Agency
Colorado Department of Human Services
Office of Adult, Aging & Disability Services
Division of Aging and Adult Services
Contractor
Weld County, Colorado.
Weld County Department of Human Services,
Weld County Area Agency on Aging
Contractor's State of Incorporation: Colorado
Contract Maximum Amount
Initial Term\
10/15/21 to 09/30/22
$37,869.00
Extension Terms
None
Maximum Amount for All Fiscal Years $37,869.00
Contract Performance Beginning Date
The later of the Effective Date or October 15, 2021
Initial Contract Expiration Date
September 30, 2022
Except as stated in §2.D, the total duration of this Contract,
including the exercise of any options to extend, shall not
exceed 5 Years from its Performance Beginning Date.
Pricing/Funding
Price Structure: Cost Reimbursement
Contractor shall invoice: Monthly
Fund Source: Federal Grant No. 2101COVAC5-00, CFDA
93.044, "Expanding Access to COVID-19 Vaccines via the
Aging Network" P.L. 116-260 and P.L. 116-131 (OAA) and
42 U.S. Code Sec. 241 (PHS Act)
Options
The State shall have the following options if indicated with
"Yes," as further described in §2.C and §5.B.v:
Option to Extend Term per §2.C: Yes
Option to Increase or Decrease Maximum Amount per
§5.B.v: Yes
Insurance
Contractor shall maintain the following insurance if indicated
with "Yes," as further described in §10:
Worker's Compensation: Yes
General Liability: Yes
Automobile Liability: Yes
Protected Information: Yes
Professional Liability Insurance: Yes
Cyber/Net. Security -Privacy Liability Insurance: No
Crime Insurance: No
Miscellaneous
Authority to enter into this Contract exists in:
C.R.S. 26-1-111.
Law -Specified Vendor Statute (if any): C.R.S. 26-1-111
Procurement Method: Law Specified
Solicitation Number (if any): N/A
State Representative
Colorado Department of Human Services
Office of Adult, Aging & Disability Services
Division of Aging and Adult Services
Kara Harvey, Director
1575 Sherman Street, 10th Floor
Denver, CO 80203
Contractor Representative
Jamie Ulrich, Director
Weld County Department of Human Services
Weld County Area Agency on Aging
P.O. Box 1805
315 C. N. 11th Ave.,
Greeley, CO 80631
ulrichjj@co.weld.co.us
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Exhibits
The following Exhibits are attached and incorporated into this Contract:
Exhibit A: Statement of Work
Exhibit B: Budget
Exhibit C: Supplemental Provisions for Federal Awards
Exhibit D: HIPAA Business Associate Addendum
Contract Purpose
The "Expanding Access to COVID-19 Vaccines via the Aging Network" grant award is intended to help older adults and
their caregivers to obtain COVID-19 vaccinations. The grant was issued to the State Unit on Aging, which was directed to
distribute the funds to the Area Agencies on Aging for purposes of disseminating credible information about COVID-19
vaccines, arranging or providing accessible transportation to COVID-19 vaccination sites, assisting with reminders for
individual's second vaccination appointment, and related support.
Signature Page begins on next page 4
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DocuSign Envelope ID: 71 F6E97C-FF1 E-4CAF-8662-DCFAC317CACC
Contract Routing Number 22 IHEA 171466
eClearance 2114264
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
Each person signing this Contract represents and warrants that he or she is duly authorized to execute this Contract and to
bind the Party authorizing his or her signature.
CONTRACTOR
Weld County,
Weld County Department
Weld County Area
Colorado
of Human Services
Agency on Aging
r—DocuSigned by:
SltAkt, Atom/La
`-57E446F3C6504A5...
STATE OF
Jared S. Polis, Governor
of Human Services
Executive
COLORADO
Department
Michelle Barnes,
Director
,--DocuSigned by:
\-B02B5F7541534AD...
By: Steve Moreno, Chair
11/3/2021
Date:
By: Yolanda Webb, Office Director
Office of Adult, Aging & Disability Services
11/3/2021
Date:
2nd State or Contractor Signature if Needed
LEGAL REVIEW
Philip J. Weiser, Attorney General
By:
By: Name & Title of Person Signing for Signatory
Date:
Assistant Attorney General
Date:
In accordance with §24-30-202
C.R.S., this Contract
authorized
STATE
Robert
By:
is not valid until signed and dated below
delegate.
CONTROLLER
Jaros, CPA, MBA, JD
DocuSigned by:
by the State Controller or an
Andrea Eurichanetikslom
Effective Date:
D2A3t 19 G....
Williamson
11/4/2021
-- Signature and Cover Pages End --
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TABLE OF CONTENTS
(Approximate page numbers)
SIGNATURE AND COVER PAGES 1
1. PARTIES 4
2. TERM AND EFFECTIVE DATE 4
3. DEFINITIONS 6
4. STATEMENT OF WORK 8
5. PAYMENTS TO CONTRACTOR 9
6. REPORTING - NOTIFICATION 10
7. CONTRACTOR RECORDS 11
8. CONFIDENTIAL INFORMATION -STATE RECORDS 12
9. CONFLICTS OF INTEREST 13
10. INSURANCE 14
11. BREACH OF CONTRACT 16
12. REMEDIES 16
13. STATE'S RIGHT OF REMOVAL 18
14. DISPUTE RESOLUTION 18
15. NOTICES AND REPRESENTATIVES 19
16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 19
17. STATEWIDE CONTRACT MANAGEMENT SYSTEM 20
18. GENERAL PROVISIONS 21
19. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) 24
20. DEPARTMENT OF HUMAN SERVICES PROVISIONS 27
21. SAMPLE OPTION LETTER (IF APPLICABLE) 29
1. PARTIES
This Contract is entered into by and between Contractor named on the Signature and Cover Pages
for this Contract (the "Contractor"), and the STATE OF COLORADO acting by and through the
Department of Human Services (the "State" or "CDHS"). Contractor and the State agree to the
terms and conditions in this Contract.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Contract shall not be valid or enforceable until the Effective Date. The State shall not
be bound by any provision of this Contract before the Effective Date, and shall have no
obligation to pay Contractor for any Work performed or expense incurred before the Effective
Date or after the expiration or sooner termination of this Contract.
B. Initial Temi
The Parties' respective performances under this Contract shall commence on the Contract
Performance Beginning Date shown on the Signature and Cover Pages for this Contract and
shall terminate on the Initial Contract Expiration Date shown on the Signature and Cover
Pages for this Contract (the "Initial Term") unless sooner terminated or further extended in
accordance with the terms of this Contract.
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C. Extension Terms - State's Option
If the Signature and Cover Pages for this Contract shows that the State has the Option to
Extend Tenn, then the State, at its discretion, shall have the option to extend the performance
under this Contract beyond the Initial Term for a period, or for successive periods, at the
same rates and under the same terms specified in the Contract (each such period an
"Extension Term"). In order to exercise this option, the State shall provide written notice to
Contractor in a form substantially equivalent to §21 "Sample Option Letter." The State may
include and incorporate a revised budget with the option letter, as long as the revised budget
does not unilaterally change rates or terms specified in the Contract. Except as stated in §2.D,
the total duration of this Contract, including the exercise of any options to extend, shall not
exceed 5 years from its Performance Beginning Date, or the number of years specified on the
Signature and Cover Pages if such number is less than 5 years, absent prior approval from
the Chief Procurement Officer in accordance with the Colorado Procurement Code.
D. End of Term Extension
If this Contract approaches the end of its Initial Term, or any Extension Term then in place,
the State, at its discretion, upon written notice to Contractor as provided in §15, may
unilaterally extend such Initial Term or Extension Term for a period not to exceed 2 months
(an "End of Term Extension" or "Holdover"), regardless of whether additional Extension
Terms are available or not. Any such extension shall be under the same terms and conditions
of the operative Contract including, but not limited to, prices, rates, and service delivery
requirements. The provisions of this Contract in effect when such notice is given shall remain
in effect during the End of Term Extension. The End of Term Extension shall automatically
terminate upon execution of a replacement contract or modification extending the total term
of the Contract.
E. Early Termination in the Public Interest
The State is entering into this Contract to serve the public interest of the State of Colorado as
determined by its Governor, General Assembly, or Courts. If this Contract ceases to further
the public interest of the State, the State, in its discretion, may terminate this Contract in
whole or in part. A determination that this Contract should be terminated in the public interest
shall not be equivalent to a State right to terminate for convenience. This subsection shall not
apply to a termination of this Contract by the State for breach by Contractor, which shall be
governed by §12.A.i.
i. Method and Content
The State shall notify Contractor of such termination in accordance with §15. The
notice shall specify the effective date of the termination and whether it affects all or a
portion of this Contract, and shall include, to the extent practicable, the public interest
justification for the termination.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Contractor
shall be subject to the rights and obligations set forth in §12.A.i.a.
iii. Payments
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If the State terminates this Contract in the public interest, the State shall pay Contractor
an amount equal to the percentage of the total reimbursement payable under this
Contract that corresponds to the percentage of Work satisfactorily completed and
accepted, as determined by the State, less payments previously made. Additionally, if
this Contract is less than 60% completed, as determined by the State, the State may
reimburse Contractor for a portion of actual out-of-pocket expenses, not otherwise
reimbursed under this Contract, incurred by Contractor which are directly attributable
to the uncompleted portion of Contractor's obligations, provided that the sum of any
and all reimbursement shall not exceed the maximum amount payable to Contractor
hereunder.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "Breach of Contract" means the failure of a Party to perform any of its obligations in
accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The
institution of proceedings under any bankruptcy, insolvency, reorganization or similar law,
by or against Contractor, or the appointment of a receiver or similar officer for Contractor or
any of its property, which is not vacated or fully stayed within 30 days after the institution of
such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under
§24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or
suspension shall constitute a breach.
B. "Business Day" means any day other than Saturday, Sunday, or a Legal Holiday as listed in
§24-11-101(1) C.R.S.
C. "Chief Procurement Officer" means the individual to whom the Executive Director has
delegated his or her authority pursuant to §24-102-202(6), C.R.S. to procure or supervise the
procurement of all supplies and services needed by the state.
D. "CJI" means criminal justice information collected by criminal justice agencies needed for
the performance of their authorized functions, including, without limitation, all information
defined as criminal justice information by the U.S. Department of Justice, Federal Bureau of
Investigation, Criminal Justice Information Services Security Policy, as amended and all
Criminal Justice Records as defined under 24-72-302 C.R.S.
E. "Contract" means this agreement, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and any future
modifications thereto. For purposes of clarification and the removal of any doubt, subject to
any future modifications thereto, the Signature and Cover Pages and Sections 1 through 21,
as identified in the Table of Contents herein above, shall constitute the "main body" of this
Contract exclusively.
F. "Contract Funds" means the funds that have been appropriated, designated, encumbered, or
otherwise made available for payment by the State under this Contract.
G. "CORA" means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S.
H. "End of Term Extension" means the time period defined in §2.D.
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I. "Effective Date" means the date on which this Contract is approved and signed by the
Colorado State Controller or designee, as shown on the Signature Page for this Contract. If
this Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6),
then Effective Date of this Contract shall be the later of the date on which this Contract is
approved and signed by the State's Chief Information Officer or authorized delegate or the
date on which this Contract is approved and signed by the State Controller or authorized
delegate, as shown on the Signature and Cover Page for this Contract.
J. "Exhibits" means the exhibits and attachments included with this Contract as shown on the
Signature and Cover Pages for this Contract..
K. "Extension Term" means the time period defined in §2.C.
L. "Goods" means any movable material acquired, produced, or delivered by Contractor as set
forth in this Contract and shall include any movable material acquired, produced, or delivered
by Contractor in connection with the Services.
M. "Incident" means any accidental or deliberate event that results in or constitutes an imminent
threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of
any communications or information resources of the State, which are included as part of the
Work, as described in §§24-37.5-401, et. seq., C.R.S. Incidents include, without limitation,
(i) successful attempts to gain unauthorized access to a State system or State Information
regardless of where such information is located; (ii) unwanted disruption or denial of service;
(iii) the unauthorized use of a State system for the processing or storage of data; or (iv)
changes to State system hardware, firmware, or software characteristics without the State's
knowledge, instruction, or consent.
N. "Initial Term" means the time period defined in §2.B.
O. "Party" means the State or Contractor, and "Parties" means both the State and Contractor.
P. "PCI" means payment card information including any data related to credit card holders'
names, credit card numbers, or the other credit card information as may be protected by state
or federal law.
Q. "PH" means personally identifiable information including, without limitation, any
information maintained by the State about an individual that can be used to distinguish or
trace an individual's identity, such as name, social security number, date and place of birth,
mother's maiden name, or biometric records; and any other information that is linked or
linkable to an individual, such as medical, educational, financial, and employment
information. PII includes, but is not limited to, all information defined as personally
identifiable information in §24-72-501 C.R.S.
R. "PHI" means any individually identifiable health information, transmitted or maintained in
electronic or any form or medium, including but not limited to demographic information„ (i)
that relates to the past, present or future physical or mental condition of an individual; the
provision of health care to an individual; or the past, present or future payment for the
provision of health care to an individual; and (ii) that identifies the individual or with respect
to which there is a reasonable basis to believe the information can be used to identify the
individual. PHI includes, but is not limited to, any information defined as Individually
Identifiable Health Information by the federal Health Insurance Portability and
Accountability Act.
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S. "Services" means the services to be performed by Contractor as set forth in this Contract,
and shall include any services to be rendered by Contractor in connection with the Goods.
T. "State Confidential Information" means any and all State Records not subject to disclosure
under CORA. State Confidential Information shall include, but is not limited to, PII, PHI,
PCI, Tax Information, CJI, Educational Records, Substance Use Disorder Information, and
State personnel records not subject to disclosure under CORA. State Confidential
Information shall not include information or data concerning individuals that is not deemed
confidential but nevertheless belongs to the State, which has been communicated, furnished,
or disclosed by the State to Contractor which (i) is subject to disclosure pursuant to CORA;
(ii) is already known to Contractor without restrictions at the time of its disclosure to
Contractor; (iii) is or subsequently becomes publicly available without breach of any
obligation owed by Contractor to the State; (iv) is disclosed to Contractor, without
confidentiality obligations, by a third party who has the right to disclose such information; or
(v) was independently developed without reliance on any State Confidential Information.
U. "State Fiscal Rules" means that fiscal rules promulgated by the Colorado State Controller
pursuant to §24-30-202(13)(a), C.R.S.
V. "State Fiscal Year" means a 12 month period beginning on July 1 of each calendar year and
ending on June 30 of the following calendar year. If a single calendar year follows the term,
then it means the State Fiscal Year ending in that calendar year.
W. "State Records" means any and all State data, information, and records, regardless of
physical form, including, but not limited to, information subject to disclosure under CORA.
X. "Subcontractor" means third -parties, if any, engaged by Contractor to aid in performance
of the Work.
Y. "Tax Information" means federal and State of Colorado tax information including, without
limitation, federal and State tax returns, return information, and such other tax -related
information as may be protected by federal and State law and regulation. Tax Information
includes, but is not limited to all information defined as federal tax information in Internal
Revenue Service Publication 1075.
Z. "Work" means the Goods delivered and Services performed pursuant to this Contract.
AA. "Work Product" means the tangible and intangible results of the Work, whether finished or
unfinished, including drafts. Work Product includes, but is not limited to, documents, text,
software (including source code), research, reports, proposals, specifications, plans, notes,
studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys,
maps, materials, ideas, concepts, know-how, and any other results of the Work. "Work
Product" does not include any material that was developed prior to the Effective Date that is
used, without modification, in the performance of the Work.
Any other term used in this Contract that is defined in an Exhibit shall be construed and interpreted
as defined in that Exhibit.
4. STATEMENT OF WORK
Contractor shall complete the Work as described in this Contract and in accordance with the
provisions of the Exhibits. The State shall have no liability to compensate Contractor for the
delivery of any goods or the performance of any services that are not specifically set forth in this
Contract.
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5. PAYMENTS TO CONTRACTOR
A. Maximum Amount
Payments to Contractor are limited to the unpaid, obligated balance of the Contract Funds.
The State shall not pay Contractor any amount under this Contract that exceeds the Contract
Maximum for that term shown on the Signature and Cover Pages for this Contract.
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Contractor in the amounts and in accordance with the Exhibits.
b. Contractor shall initiate payment requests by invoice to the State, in a form and
manner approved by the State. Invoicing is a material component of Contract
performance and corresponding Deliverables. Invoices shall be due to the State
within 45 days of work performed by the Contractor, unless otherwise stated in
the Exhibits hereto. Invoicing shall be done accurately and per any specifications
set forth in the Exhibits hereto. Time is of the essence in this regard. If Contractor
fails to timely and/or properly invoice the State, the State may not be obligated to
pay the bill resulting from said invoice. Failure to timely and/or properly invoice
the State is a material breach of this Contract which would be cause for the State
to refuse payment and/or terminate the contract on these grounds in whole or in
part, at the State's discretion.
c. The State shall pay each invoice within 45 days following the State's receipt of
that invoice, so long as the amount invoiced correctly represents Work completed
by Contractor and previously accepted by the State during the term that the
invoice covers. If the State determines that the amount of any invoice is not
correct, then Contractor shall make all changes necessary to correct that invoice.
d. The acceptance of an invoice shall not constitute acceptance of any Work
performed or deliverables provided under the Contract.
ii. Interest
Amounts not paid by the State within 45 days of the State's acceptance of the invoice
shall bear interest on the unpaid balance beginning on the 45th day at the rate of I% per
month, as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however,
that interest shall not accrue on unpaid amounts that the State disputes in writing.
Contractor shall invoice the State separately for accrued interest on delinquent amounts,
and the invoice shall reference the delinquent payment, the number of day's interest to
be paid and the interest rate.
iii. Payment Disputes
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If Contractor disputes any calculation, determination or amount of any payment,
Contractor shall notify the State in writing of its dispute within 30 days following the
earlier to occur of Contractor's receipt of the payment or notification of the
determination or calculation of the payment by the State. The State will review the
information presented by Contractor and may make changes to its determination based
on this review. The calculation, determination or payment amount that results from the
State's review shall not be subject to additional dispute under this subsection. No
payment subject to a dispute under this subsection shall be due until after the State has
concluded its review, and the State shall not pay any interest on any amount during the
period it is subject to dispute under this subsection.
iv. Available Funds -Contingency -Termination
The State is prohibited by law from making commitments beyond the term of the
current State Fiscal Year. Payment to Contractor beyond the current State Fiscal Year
is contingent on the appropriation and continuing availability of Contract Funds in any
subsequent year (as provided in the Colorado Special Provisions). If federal funds or
funds from any other non -State funds constitute all or some of the Contract Funds the
State's obligation to pay Contractor shall be contingent upon such non -State funding
continuing to be made available for payment. Payments to be made pursuant to this
Contract shall be made only from Contract Funds, and the State's liability for such
payments shall be limited to the amount remaining of such Contract Funds. If State,
federal or other funds are not appropriated, or otherwise become unavailable to fund
this Contract, the State may, upon written notice, terminate this Contract, in whole or
in part, without incurring further liability. The State shall, however, remain obligated
to pay for Services and Goods that are delivered and accepted prior to the effective date
of notice of termination, and this termination shall otherwise be treated as if this
Contract were terminated in the public interest as described in §2.E.
v. Option to Increase Maximum Amount
If the Signature and Cover Pages for this Contract show that the State has the Option to
Increase or Decrease Maximum Amount, then the State, at its discretion, shall have the
option to increase or decrease the statewide quantity of Goods and Services based upon
the rates established in this Contract, and increase or decrease the maximum amount
payable accordingly. In order to exercise this option, the State shall provide written
notice to Contractor in a form substantially equivalent to §21 "Sample Option Letter."
Delivery of Goods and performance of Services shall continue at the same rates and
terms as described in this Contract. The State may include and incorporate a revised
budget with the option letter, as long as the revised budget does not unilaterally change
rates or terms specified in the Contract.
6. REPORTING - NOTIFICATION
A. Quarterly Reports.
In addition to any reports required pursuant to §17 or pursuant to any other Exhibit, for any
contract having a term longer than 3 months, Contractor shall submit, on a quarterly basis, a
written report specifying progress made for each specified performance measure and standard
in this Contract. Such progress report shall be in accordance with the procedures developed
and prescribed by the State. Progress reports shall be submitted to the State at the time or
times specified by the State in this Contract, or, if no time is specified in this Contract, not
later than 5 Business Days following the end of each calendar quarter.
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B. Litigation Reporting
If Contractor is served with a pleading or other document in connection with an action before
a court or other administrative decision making body, and such pleading or document relates
to this Contract or may affect Contractor's ability to perform its obligations under this
Contract, Contractor shall, within 5 days after being served, notify the State of such action
and deliver copies of such pleading or document to the State's principal representative
identified on the Signature and Cover Pages as provided in §15.
C. Performance Outside the State of Colorado or the United States, §24-102-206 C.R.S.
To the extent not previously disclosed in accordance with §24-102-206, C.R.S., Contractor
shall provide written notice to the State, in accordance with §15 and in a form designated by
the State, within 20 days following the earlier to occur of Contractor's decision to perform
Services outside of the State of Colorado or the United States, or its execution of an
agreement with a Subcontractor to perform, Services outside the State of Colorado or the
United States. Such notice shall specify the type of Services to be performed outside the State
of Colorado or the United States and the reason why it is necessary or advantageous to
perform such Services at such location or locations, and such notice shall be a public record.
Knowing failure by Contractor to provide notice to the State under this section shall constitute
a breach of this Contract. This section shall not apply if the Contract Funds include any
federal funds.
7. CONTRACTOR RECORDS
A. Maintenance
Contractor shall maintain a file of all documents, records, communications, notes and other
materials relating to the Work (the "Contractor Records"). Contractor Records shall include
all documents, records, communications, notes and other materials maintained by Contractor
that relate to any Work performed by Subcontractors, and Contractor shall maintain all
records related to the Work performed by Subcontractors required to ensure proper
performance of that Work. Contractor shall maintain Contractor Records until the last to
occur of: (i) the date 3 years after the date this Contract expires or is terminated, (ii) final
payment under this Contract is made, (iii) the resolution of any pending Contract matters, or
(iv) if an audit is occurring, or Contractor has received notice that an audit is pending, the
date such audit is completed and its findings have been resolved (the "Record Retention
Period").
B. Inspection
Contractor shall permit the State to audit, inspect, examine, excerpt, copy and transcribe
Contractor Records during the Record Retention Period. Contractor shall make Contractor
Records available during normal business hours at Contractor's office or place of business,
or at other mutually agreed upon times or locations, upon no fewer than 2 Business Days'
notice from the State, unless the State determines that a shorter period of notice, or no notice,
is necessary to protect the interests of the State.
C. Monitoring
The State, in its discretion, may monitor Contractor's performance of its obligations under
this Contract using procedures as determined by the State. The State shall monitor
Contractor's performance in a manner that does not unduly interfere with Contractor's
performance of the Work.
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D. Final Audit Report
Contractor shall promptly submit to the State a copy of any final audit report of an audit
performed on Contractor's records that relates to or affects this Contract or the Work, whether
the audit is conducted by Contractor or a third party.
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8. CONFIDENTIAL INFORMATION -STATE RECORDS
A. Confidentiality
Contractor shall keep confidential, and cause all Subcontractors to keep confidential, all State
Records, unless those State Records are publicly available. Contractor shall not, without prior
written approval of the State, use, publish, copy, disclose to any third party, or permit the use
by any third party of any State Records, except as otherwise stated in this Contract, permitted
by law, or approved in writing by the State. Contractor shall provide for the security of all
State Confidential Information in accordance with all policies promulgated by the Colorado
Office of Information Security and all applicable laws, rules, policies, publications, and
guidelines. If Contractor or any of its Subcontractors will or may receive the following types
of data, Contractor or its Subcontractors shall provide for the security of such data according
to the following: (i) the most recently promulgated IRS Publication 1075 for all Tax
Information and in accordance with the Safeguarding Requirements for Federal Tax
Information attached to this Contract as an Exhibit, if applicable, (ii) the most recently
updated PCI Data Security Standard from the PCI Security Standards Council for all PCI,
(iii) the most recently issued version of the U.S. Department of Justice, Federal Bureau of
Investigation, Criminal Justice Information Services Security Policy for all CJI, (iv) the
federal Health Insurance Portability and Accountability Act for all PHI and the HIPAA
Business Associate Agreement attached to this Contract, if applicable. Contractor shall
immediately forward any request or demand for State Records to the State's principal
representative, and (v) the federal 42 Part2 for all substance use disorder information and the
HIPAA Business Associate\Qualified Service Organization Agreement attached to this
Contract, if applicable. Contractor shall immediately forward any request or demand for State
Records to the State's principal representative.
B. Other Entity Access and Nondisclosure Agreements
Contractor may provide State Records to its agents, employees, assigns and Subcontractors
as necessary to perform the Work, but shall restrict access to State Confidential Information
to those agents, employees, assigns and Subcontractors who require access to perform their
obligations under this Contract. Contractor shall ensure all such agents, employees, assigns,
and Subcontractors sign agreements containing nondisclosure provisions at least as protective
as those in this Contract, and that the nondisclosure provisions are in force at all times the
agent, employee, assign or Subcontractor has access to any State Confidential Information.
Contractor shall provide copies of those signed nondisclosure provisions to the State upon
execution of the nondisclosure provisions.
C. Use, Security, and Retention
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Contractor shall use, hold and maintain State Confidential Information in compliance with
any and all applicable laws and regulations in facilities located within the United States, and
shall maintain a secure environment that ensures confidentiality of all State Confidential
Information wherever located. Contractor shall provide the State with access, subject to
Contractor's reasonable security requirements, for purposes of inspecting and monitoring
access and use of State Confidential Information and evaluating security control
effectiveness. Upon the expiration or termination of this Contract, Contractor shall return
State Records provided to Contractor or destroy such State Records and certify to the State
that it has done so, as directed by the State. If Contractor is prevented by law or regulation
from returning or destroying State Confidential Information, Contractor warrants it will
guarantee the confidentiality of, and cease to use, such State Confidential Information.
D. Incident Notice and Remediation
If Contractor becomes aware of any Incident, it shall notify the State immediately and
cooperate with the State regarding recovery, remediation, and the necessity to involve law
enforcement, as determined by the State. Unless Contractor can establish that none of
Contractor or any of its agents, employees, assigns or Subcontractors are the cause or source
of the Incident, Contractor shall be responsible for the cost of notifying each person who may
have been impacted by the Incident. After an Incident, Contractor shall take steps to reduce
the risk of incurring a similar type of Incident in the future as directed by the State, which
may include, but is not limited to, developing and implementing a remediation plan that is
approved by the State, at no additional cost to the State. The State may, in its sole discretion
and at Contractor's sole expense, require Contractor to engage the services of an independent,
qualified, State -approved third party to conduct a security audit. Contractor shall provide the
State with the results of such audit and evidence of Contractor's planned remediation in
response to any negative findings.
E. Data Protection and Handling
Contractor shall ensure that all State Records and Work Product in the possession of
Contractor or any Subcontractors are protected and handled in accordance with the
requirements of this Contract, including the requirements of any Exhibits hereto, at all times.
F. Safeguarding PII
If Contractor or any of its Subcontractors will or may receive PII under this Contract,
Contractor shall provide for the security of such PII, in a manner and form acceptable to the
State, including, without limitation, State non -disclosure requirements, use of appropriate
technology, security practices, computer access security, data access security, data storage
encryption, data transmission encryption, security inspections, and audits. Contractor shall
be a "Third -Party Service Provider" as defined in §24-73-103(1)(i), C.R.S. and shall maintain
security procedures and practices consistent with §§24-73-101 et seq., C.R.S.
9. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Contractor shall not engage in any business or activities, or maintain any relationships that
conflict in any way with the full performance of the obligations of Contractor under this
Contract. Such a conflict of interest would arise when a Contractor or Subcontractor's
employee, officer or agent were to offer or provide any tangible personal benefit to an
employee of the State, or any member of his or her immediate family or his or her partner,
related to the award of, entry into or management or oversight of this Contract.
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B. Apparent Conflicts of Interest
Contractor acknowledges that, with respect to this Contract, even the appearance of a conflict
of interest shall be harmful to the State's interests. Absent the State's prior written approval,
Contractor shall refrain from any practices, activities or relationships that reasonably appear
to be in conflict with the full performance of Contractor's obligations under this Contract.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Contractor is uncertain whether a
conflict or the appearance of a conflict has arisen, Contractor shall submit to the State a
disclosure statement setting forth the relevant details for the State's consideration. Failure to
promptly submit a disclosure statement or to follow the State's direction in regard to the
actual or apparent conflict constitutes a breach of this Contract.
D. Contractor shall maintain a written conflict of interest policy. Contractor shall provide the
written conflict of interest policy to the State upon request.
10. INSURANCE
Contractor shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain,
insurance as specified in this section at all times during the term of this Contract to the extent that
such insurance policies are required as shown on the Signature and Cover Page for this Contract.
All insurance policies required by this Contract shall be issued by insurance companies as approved
by the State. These insurance requirements shall not be construed as caps or limitations on liability.
A. Workers' Compensation
Workers' compensation insurance as required by state statute, and employers' liability
insurance covering all Contractor or Subcontractor employees acting within the course and
scope of their employment.
B. General Liability
Commercial general liability insurance covering premises operations, fire damage,
independent contractors, products and completed operations, blanket contractual liability,
personal injury, and advertising liability with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any 1 fire.
C. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non -owned
autos) with a minimum limit of $1,000,000 each accident combined single limit.
D. Protected Information
Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI,
Tax Information, and CJI, and claims based on alleged violations of privacy rights through
improper use or disclosure of protected information with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
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iii. Notwithstanding sections D(i) and (ii) above, if Contractor has State Confidential
Information for 10 or fewer individuals or revenues of $250,000 or less, Contractor
shall maintain limits of not less than $50,000.
iv. Notwithstanding sections D(i) and (ii) above, if Contractor has State Confidential
Information for 25 or fewer individuals or revenues of $500,000 or less, Contractor
shall maintain limits of not less than $100,000.
E. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or any
negligent act with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
F. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
G. Cyber/Network Security and Privacy Liability
Liability insurance covering civil, regulatory, and statutory damages, contractual
damages, data breach management exposure, and any loss of income or extra expense
as a result of actual or alleged breach, violation or infringement of right to privacy,
consumer data protection law, confidentiality or other legal protection for personal
information, as well as State Confidential Information with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
H. Additional Insured
The State shall be named as additional insured on all commercial general liability policies
(leases and construction contracts require additional insured coverage for completed
operations) required of Contractor and Subcontractors.
I. Primacy of Coverage
Coverage required of Contractor and each Subcontractor shall be primary over any insurance
or self-insurance program carried by Contractor or the State.
J. Cancellation
The above insurance policies shall include provisions preventing cancellation or non -
renewal, except for cancellation based on non-payment of premiums, without at least 30 days
prior notice to Contractor and Contractor shall forward such notice to the State in accordance
with §15 within 7 days of Contractor's receipt of such notice.
K. Subrogation Waiver
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All insurance policies secured or maintained by Contractor or its Subcontractors in relation
to this Contract shall include clauses stating that each carrier shall waive all rights of recovery
under subrogation or otherwise against Contractor or the State, its agencies, institutions,
organizations, officers, agents, employees, and volunteers.
L. Public Entities
If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity
Act, §24-10-101, et seq., C.R.S. (the "GIA"), Contractor shall maintain, in lieu of the liability
insurance requirements stated above, at all times during the term ofthis Contract such liability
insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under
the GIA. If a Subcontractor is a public entity within the meaning of the GIA, Contractor shall
ensure that the Subcontractor maintain at all times during the terms of this Contract, in lieu
of the liability insurance requirements stated above, such liability insurance, by commercial
policy or self-insurance, as is necessary to meet the Subcontractor's obligations under the
GIA.
M. Certificates
Contractor shall provide to the State certificates evidencing Contractor's insurance coverage
required in this Contract within 7 Business Days following the Effective Date. Contractor
shall provide to the State certificates evidencing Subcontractor insurance coverage required
under this Contract within 7 Business Days following the Effective Date, except that, if
Contractor's subcontract is not in effect as of the Effective Date, Contractor shall provide to
the State certificates showing Subcontractor insurance coverage required under this Contract
within 7 Business Days following Contractor's execution of the subcontract. No later than 15
days before the expiration date of Contractor's or any Subcontractor's coverage, Contractor
shall deliver to the State certificates of insurance evidencing renewals of coverage. At any
other time during the term of this Contract, upon request by the State, Contractor shall, within
7 Business Days following the request by the State, supply to the State evidence satisfactory
to the State of compliance with the provisions of this section.
11. BREACH OF CONTRACT
In the event of a Breach of Contract, the aggrieved Party shall give written notice of breach to
the other Party. If the notified Party does not cure the Breach of Contract, at its sole expense,
within 30 days after the delivery of written notice, the Party may exercise any of the remedies as
described in §12 for that Party. Notwithstanding any provision of this Contract to the contrary,
the State, in its discretion, need not provide notice or a cure period and may immediately
terminate this Contract in whole or in part or institute any other remedy in the Contract in order
to protect the public interest of the State; or if Contractor is debarred or suspended under §24-
109-105, C.R.S., the State, in its discretion, need not provide notice or cure period and may
terminate this Contract in whole or in part or institute any other remedy in this Contract as of the
date that the debarment or suspension takes effect.
12. REMEDIES
A. State's Remedies
If Contractor is in breach under any provision of this Contract and fails to cure such breach,
the State, following the notice and cure period set forth in §11, shall have all of the remedies
listed in this section in addition to all other remedies set forth in this Contract or at law. The
State may exercise any or all of the remedies available to it, in its discretion, concurrently or
consecutively.
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i. Termination for Breach
In the event of Contractor's uncured breach, the State may terminate this entire Contract
or any part of this Contract. Contractor shall continue performance of this Contract to
the extent not terminated, if any.
a. Obligations and Rights
To the extent specified in any termination notice, Contractor shall not incur further
obligations or render further performance past the effective date of such notice,
and shall terminate outstanding orders and subcontracts with third parties.
However, Contractor shall complete and deliver to the State all Work not
cancelled by the termination notice, and may incur obligations as necessary todo
so within this Contract's terms. At the request of the State, Contractor shall assign
to the State all of Contractor's rights, title, and interest in and to such terminated
orders or subcontracts. Upon termination, Contractor shall take timely, reasonable
and necessary action to protect and preserve property in the possession of
Contractor but in which the State has an interest. At the State's request, Contractor
shall return materials owned by the State in Contractor's possession at the time of
any termination. Contractor shall deliver all completed Work Product and all
Work Product that was in the process of completion to the State at the State's
request.
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Contractor for
accepted Work received as of the date of termination. If, after termination by the
State, the State agrees that Contractor was not in breach or that Contractor's action
or inaction was excusable, such termination shall be treated as a termination in
the public interest, and the rights and obligations of the Parties shall be as if this
Contract had been terminated in the public interest under §2.E.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Contractor shall remain
liable to the State for any damages sustained by the State in connection with any
breach by Contractor, and the State may withhold payment to Contractor for the
purpose of mitigating the State's damages until such time as the exact amount of
damages due to the State from Contractor is determined. The State may withhold
any amount that may be due Contractor as the State deems necessary to protect
the State against loss including, without limitation, loss as a result of outstanding
liens and excess costs incurred by the State in procuring from third parties
replacement Work as cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional
remedies:
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a. Suspend Performance
Suspend Contractor's performance with respect to all or any portion of the Work
pending corrective action as specified by the State without entitling Contractor to
an adjustment in price or cost or an adjustment in the performance schedule.
Contractor shall promptly cease performing Work and incurring costs in
accordance with the State's directive, and the State shall not be liable for costs
incurred by Contractor after the suspension of performance.
b. Withhold Payment
Withhold payment to Contractor until Contractor corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Contractor's actions or
inactions, cannot be performed or if they were performed are reasonably of no
value to the state; provided, that any denial of payment shall be equal to the value
of the obligations not performed.
d. Intellectual Property
If any Work infringes, or if the State in its sole discretion determines that any
Work is likely to infringe, a patent, copyright, trademark, trade secret or other
intellectual property right, Contractor shall, as approved by the State, (i) secure
that right to use such Work for the State and Contractor; (ii) replace the Work
with noninfringing Work or modify the Work so that it becomes noninfringing;
or, (iii) remove any infringing Work and refund the amount paid for such Work
to the State.
B. Contractor's Remedies
If the State is in breach of any provision of this Contract and does not cure such breach,
Contractor, following the notice and cure period in §11 and the dispute resolution process in
§13, shall have all remedies available at law and equity.
13. STATE'S RIGHT OF REMOVAL
The State retains the right to demand, at any time, regardless of whether Contractor is in
breach, the immediate removal of any of Contractor's employees, agents, or subcontractors
from the work whom the State, in its sole discretion, deems incompetent, careless,
insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this
Contract is deemed by the State to be contrary to the public interest or the State's best interest.
14. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this
Contract which cannot be resolved by the designated Contract representatives shall be
referred in writing to a senior departmental management staff member designated by the State
and a senior manager designated by Contractor for resolution.
B. Resolution of Controversies
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If the initial resolution described in §14.A fails to resolve the dispute within 10 Business
Days, Contractor shall submit any alleged breach of this Contract by the State to the
Procurement Official of CDHS as described in §24-101-301(30), C.R.S. for resolution in
accordance with the provisions of §§24-106-109 and 24-109-101.1 through 24-109-505,
C.R.S., (the "Resolution Statutes"), except that if Contractor wishes to challenge any decision
rendered by the Procurement Official, Contractor's challenge shall be an appeal to the
Executive Director of the Department of Personnel and Administration, or their delegate,
under the Resolution Statutes before Contractor pursues any further action as permitted by
such statutes. Except as otherwise stated in this Section, all requirements of the Resolution
Statutes shall apply including, without limitation, time limitations.
15. NOTICES AND REPRESENTATIVES
Each individual identified on the Signature and Cover Pages shall be the principal representative
of the designating Party. All notices required or permitted to be given under this Contract shall be
in writing, and shall be delivered (A) by hand with receipt required, (B) by certified or registered
mail to such Party's principal representative at the address set forth on the Signature and Cover
Pages for this Contract or (C) as an email with read receipt requested to the principal representative
at the email address, if any, set forth on the Signature and Cover Pages for this Contract. If a Party
delivers a notice to another through email and the email is undeliverable, then, unless the Party has
been provided with an alternate email contact, the Party delivering the notice shall deliver the
notice by hand with receipt required or by certified or registered mail to such Party's principal
representative at the address set forth below. Either Party may change its principal representative
or principal representative contact information by notice submitted in accordance with this section
without a formal amendment to this Contract. Unless otherwise provided in this Contract, notices
shall be effective upon delivery of the written notice.
16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
Contractor assigns to the State and its successors and assigns, the entire right, title, and
interest in and to all causes of action, either in law or in equity, for past, present, or future
infringement of intellectual property rights related to the Work Product and all works based
on, derived from, or incorporating the Work Product. Whether or not Contractor is under
contract with the State at the time, Contractor shall execute applications, assignments, and
other documents, and shall render all other reasonable assistance requested by the State, to
enable the State to secure patents, copyrights, licenses and other intellectual property rights
related to the Work Product. To the extent that Work Product would fall under the definition
of "works made for hire" under 17 U.S.C.S. §101, the Parties intend the Work Product to be
a work made for hire.
i. Copyrights
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To the extent that the Work Product (or any portion of the Work Product) would not be
considered works made for hire under applicable law, Contractor hereby assigns to the
State, the entire right, title, and interest in and to copyrights in all Work Product and all
works based upon, derived from, or incorporating the Work Product; all copyright
applications, registrations, extensions, or renewals relating to all Work Product and all
works based upon, derived from, or incorporating the Work Product; and all moral
rights or similar rights with respect to the Work Product throughout the world. To the
extent that Contractor cannot make any of the assignments required by this section,
Contractor hereby grants to the State a perpetual, irrevocable, royalty -free license to
use, modify, copy, publish, display, perform, transfer, distribute, sell, and create
derivative works of the Work Product and all works based upon, derived from, or
incorporating the Work Product by all means and methods and in any format now
known or invented in the future. The State may assign and license its rights under this
license.
ii. Patents
In addition, Contractor grants to the State (and to recipients of Work Product distributed
by or on behalf of the State) a perpetual, worldwide, no -charge, royalty -free,
irrevocable patent license to make, have made, use, distribute, sell, offer for sale,
import, transfer, and otherwise utilize, operate, modify and propagate the contents of
the Work Product. Such license applies only to those patent claims licensable by
Contractor that are necessarily infringed by the Work Product alone, or by the
combination of the Work Product with anything else used by the State.
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Contract, any pre-existing State
Records, State software, research, reports, studies, photographs, negatives or other
documents, drawings, models, materials, data and information shall be the exclusive property
of the State (collectively, "State Materials"). Contractor shall not use, willingly allow, cause
or permit Work Product or State Materials to be used for any purpose other than the
performance of Contractor's obligations in this Contract without the prior written consent of
the State. Upon termination of this Contract for any reason, Contractor shall provide all
Work Product and State Materials to the State in a form and manner as directed by the State.
C. Exclusive Property of Contractor
Contractor retains the exclusive rights, title, and ownership to any and all pre-existing
materials owned or licensed to Contractor including, but not limited to, all pre-existing
software, licensed products, associated source code, machine code, text images, audio and/or
video, and third -party materials, delivered by Contractor under the Contract, whether
incorporated in a Deliverable or necessary to use a Deliverable (collectively, "Contractor
Property"). Contractor Property shall be licensed to the State as set forth in this Contract or a
State approved license agreement: (i) entered into as exhibits to this Contract; (ii) obtained
by the State from the applicable third -party vendor; or (iii) in the case of open source
software, the license terms set forth in the applicable open source license agreement.
17. STATEWIDE CONTRACT MANAGEMENT SYSTEM
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If the maximum amount payable to Contractor under this Contract is $100,000 or greater, either
on the Effective Date or at any time thereafter, this section shall apply. Contractor agrees to be
governed by and comply with the provisions of §§24-106-103, 24-102-206, 24-106-106, and 24-
106-107, C.R.S. regarding the monitoring of vendor performance and the reporting of contract
performance information in the State's contract management system ("Contract Management
System" or "CMS"). Contractor's performance shall be subject to evaluation and review in
accordance with the terms and conditions of this Contract, Colorado statutes governing CMS, and
State Fiscal Rules and State Controller Policies.
18. GENERAL PROVISIONS
A. Assignment
Contractor's rights and obligations under this Contract are personal and may not be
transferred or assigned without the prior, written consent of the State. Any attempt at
assignment or transfer without such consent shall be void. Any assignment or transfer of
Contractor's rights and obligations approved by the State shall be subject to the provisions of
this Contract
B. Subcontracts
Unless other restrictions are required elsewhere in this Contract, Contractor shall not enter
into any subcontract in connection with its obligations under this Contract without providing
notice to the State. The State may reject any such subcontract, and Contractor shall terminate
any subcontract that is rejected by the State and shall not allow any Subcontractor to perform
any Work after that Subcontractor's subcontract has been rejected by the State. Contractor
shall submit to the State a copy of each such subcontract upon request by the State. All
subcontracts entered into by Contractor in connection with this Contract shall comply with
all applicable federal and state laws and regulations, shall provide that they are governed by
the laws of the State of Colorado, and shall be subject to all provisions of this Contract.
C. Binding Effect
Except as otherwise provided in §18.A., all provisions of this Contract, including the benefits
and burdens, shall extend to and be binding upon the Parties' respective successors and
assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this
Contract and the performance of such Party's obligations have been duly authorized.
E. Captions and References
The captions and headings in this Contract are for convenience of reference only, and shall
not be used to interpret, define, or limit its provisions. All references in this Contract to
sections (whether spelled out or using the § symbol), subsections, exhibits or other
attachments, are references to sections, subsections, exhibits or other attachments contained
herein or incorporated as a part hereof, unless otherwise noted.
F. Counterparts
This Contract may be executed in multiple, identical, original counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall constitute one and
the same agreement.
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G. Entire Understanding
This Contract represents the complete integration of all understandings between the Parties
related to the Work, and all prior representations and understandings related to the Work, oral
or written, are merged into this Contract. Prior or contemporaneous additions, deletions, or
other changes to this Contract shall not have any force or effect whatsoever, unless embodied
herein.
H. Digital Signatures
If any signatory signs this Contract using a digital signature in accordance with the Colorado
State Controller Contract, Grant and Purchase Order Policies regarding the use of digital
signatures issued under the State Fiscal Rules, then any agreement or consent to use digital
signatures within the electronic system through which that signatory signed shall be
incorporated into this Contract by reference.
I. Modification
Except as otherwise provided in this Contract, any modification to this Contract shall only be
effective if agreed to in a formal amendment to this Contract, properly executed and approved
in accordance with applicable Colorado State law and State Fiscal Rules. Modifications
permitted under this Contract, other than contract amendments, shall conform to the policies
issued by the Colorado State Controller.
J. Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Contract to a statute, regulation, State Fiscal Rule, fiscal policy or other
authority shall be interpreted to refer to such authority then current, as may have been
changed or amended since the Effective Date of this Contract.
K. Order of Precedence
In the event of a conflict or inconsistency between this Contract and any Exhibits or
attachments such conflict or inconsistency shall be resolved by reference to the documents in
the following order of priority:
i. Colorado Special Provisions in §19 of the main body of this Contract.
ii. HIPAA Business Associate Agreement (if any).
iii. Information Technology Provisions Exhibit (if any).
iv. The provisions of the other sections of the main body of this Contract.
v. Any other Exhibit(s) shall take precedence in alphabetical order.
L. External Terms and Conditions
Notwithstanding anything to the contrary herein, the State shall not be subject to any
provision included in any terms, conditions, or agreements appearing on Contractor's or a
Subcontractor's website or any provision incorporated into any click -through or online
agreements related to the Work unless that provision is specifically referenced in this
Contract.
M. Severability
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The invalidity or unenforceability of any provision ofthis Contract shall not affect the validity
or enforceability of any other provision of this Contract, which shall remain in full force and
effect, provided that the Parties can continue to perform their obligations under this Contract
in accordance with the intent of the Contract.
N. Survival of Certain Contract Terms
Any provision of this Contract that imposes an obligation on a Party after termination or
expiration of the Contract shall survive the termination or expiration of the Contract and shall
be enforceable by the other Party.
O. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle
D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from
State and local government sales and use taxes under §§39-26-704(1), et seq. C.R.S.
(Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be
liable for the payment of any excise, sales, or use taxes, regardless of whether any political
subdivision of the state imposes such taxes on Contractor. Contractor shall be solely
responsible for any exemptions from the collection of excise, sales or use taxes that
Contractor may wish to have in place in connection with this Contract.
P. Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in §18.A., this Contract
does not and is not intended to confer any rights or remedies upon any person or entity other
than the Parties. Enforcement of this Contract and all rights and obligations hereunder are
reserved solely to the Parties. Any services or benefits which third parties receive as a result
of this Contract are incidental to the Contract, and do not create any rights for such third
parties.
Q. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Contract,
whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single
or partial exercise of any right, power, or privilege preclude any other or further exercise of
such right, power, or privilege.
R. CORA Disclosure
To the extent not prohibited by federal law, this Contract and the performance measures and
standards required under §24-106-107, C.R.S., if any, are subject to public release through
the CORA.
S. Standard and Manner of Performance
Contractor shall perform its obligations under this Contract in accordance with the highest
standards of care, skill and diligence in Contractor's industry, trade, or profession.
T. Licenses, Permits, and Other Authorizations.
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Contractor shall secure, prior to the Effective Date, and maintain at all times during the term
of this Contract, at its sole expense, all licenses, certifications, permits, and other
authorizations required to perform its obligations under this Contract, and shall ensure that
all employees, agents and Subcontractors secure and maintain at all times during the term of
their employment, agency or subcontract, all licenses, certifications, permits and other
authorizations required to perform their obligations in relation to this Contract.
U. Indemnification
i. Applicability
This entire §18.0 does not apply to Contractor if Contractor is a "public entity" within
the meaning of the GIA.
ii. General Indemnification
Contractor shall indemnify, save, and hold harmless the State, its employees, agents
and assignees (the "Indemnified Parties"), against any and all costs, expenses, claims,
damages, liabilities, court awards and other amounts (including attorneys' fees and
related costs) incurred by any of the Indemnified Parties in relation to any act or
omission by Contractor, or its employees, agents, Subcontractors, or assignees in
connection with this Contract.
iii. Confidential Information Indemnification
Disclosure or use of State Confidential Information by Contractor in violation of §8
may be cause for legal action by third parties against Contractor, the State, or their
respective agents. Contractor shall indemnify, save, and hold harmless the Indemnified
Parties, against any and all claims, damages, liabilities, losses, costs, expenses
(including attorneys' fees and costs) incurred by the State in relation to any act or
omission by Contractor, or its employees, agents, assigns, or Subcontractors in violation
of §8.
iv. Intellectual Property Indemnification
Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against
any and all costs, expenses, claims, damages, liabilities, and other amounts (including
attorneys' fees and costs) incurred by the Indemnified Parties in relation to any claim
that any Work infringes a patent, copyright, trademark, trade secret, or any other
intellectual property right.
19. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all contracts except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Contract shall not be valid until it has been approved by the Colorado State Controller
or designee. If this Contract is for a Major Information Technology Project, as defined in
§24-37.5-102(2.6), then this Contract shall not be valid until it has been approved by the
State's Chief Information Officer or designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent
upon funds for that purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
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Liability for claims for injuries to persons or property arising from the negligence of the State,
its departments, boards, commissions committees, bureaus, offices, employees and officials
shall be controlled and limited by the provisions of the Colorado Governmental Immunity
Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and
28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et seq. C.R.S.
No term or condition of this Contract shall be construed or interpreted as a waiver, express
or implied, of any of the immunities, rights, benefits, protections, or other provisions,
contained in these statutes.
D. INDEPENDENT CONTRACTOR.
Contractor shall perform its duties hereunder as an independent contractor and not as an
employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to
be an agent or employee of the State. Contractor shall not have authorization, express or
implied, to bind the State to any agreement, liability or understanding, except as expressly
set forth herein. Contractor and its employees and agents are not entitled to
unemployment insurance or workers compensation benefits through the State and the
State shall not pay for or otherwise provide such coverage for Contractor or any of its
agents or employees. Contractor shall pay when due all applicable employment taxes
and income taxes and local head taxes incurred pursuant to this Contract. Contractor
shall (i) provide and keep in force workers' compensation and unemployment
compensation insurance in the amounts required by law, (ii) provide proof thereof when
requested by the State, and (iii) be solely responsible for its acts and those of its
employees and agents.
E. COMPLIANCE WITH LAW.
Contractor shall strictly comply with all applicable federal and State laws, rules, and
regulations in effect or hereafter established, including, without limitation, laws applicable
to discrimination and unfair employment practices.
F. CHOICE OF LAW, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Contract. Any provision included or
incorporated herein by reference which conflicts with said laws, rules, and regulations shall
be null and void. All suits or actions related to this Contract shall be filed and proceedings
held in the State of Colorado and exclusive venue shall be in the City and County of Denver.
G. PROHIBITED TERMS.
Any term included in this Contract that requires the State to indemnify or hold Contractor
harmless; requires the State to agree to binding arbitration; limits Contractor's liability for
damages resulting from death, bodily injury, or damage to tangible property; or that conflicts
with this provision in any way shall be void ab initio. Nothing in this Contract shall be
construed as a waiver of any provision of §24-106-109, C.R.S.
H. SOFTWARE PIRACY PROHIBITION.
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State or other public funds payable under this Contract shall not be used for the acquisition,
operation, or maintenance of computer software in violation of federal copyright laws or
applicable licensing restrictions. Contractor hereby certifies and warrants that, during the
term of this Contract and any extensions, Contractor has and shall maintain in place
appropriate systems and controls to prevent such improper use of public funds. If the State
determines that Contractor is in violation ofthis provision, the State may exercise any remedy
available at law or in equity or under this Contract, including, without limitation, immediate
termination of this Contract and any remedy consistent with federal copyright laws or
applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201and
24-50-507, C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or
beneficial interest whatsoever in the service or property described in this Contract. Contractor
has no interest and shall not acquire any interest, direct or indirect, that would conflict in any
manner or degree with the performance of Contractor's services and Contractor shall not
employ any person having such known interests.
J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-
202.4, C.R.S.
[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the
State Controller may withhold payment under the State's vendor offset intercept system for
debts owed to State agencies for: (i) unpaid child support debts or child support arrearages;
(ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et
seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher
Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and
(v) other unpaid debts owing to the State as a result of final agency determination orjudicial
action. The State may also recover, at the State's discretion, payments made to Contractor
in error for any reason, including, but not limited to, overpayments or improper payments,
and unexpended or excess funds received by Contractor by deduction from subsequent
payments under this Contract, deduction from any payment due under any other contracts,
grants or agreements between the State and Contractor, or by any other appropriate method
for collecting debts owed to the State.
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S.
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[Not applicable to agreements relating to the offer, issuance, or sale of securities,
investment advisory services or fund management services, sponsored projects,
intergovernmental agreements, or information technology services or products and
services] Contractor certifies, warrants, and agrees that it does not knowingly employ or
contract with an illegal alien who will perform work under this Contract and will confirm the
employment eligibility of all employees who are newly hired for employment in the United
States to perform work under this Contract, through participation in the E -Verify Program or
the State verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Contractor
shall not knowingly employ or contract with an illegal alien to perform work under this
Contract or enter into a contract with a Subcontractor that fails to certify to Contractor that
the Subcontractor shall not knowingly employ or contract with an illegal alien to perform
work under this Contract. Contractor (i) shall not use E -Verify Program or the program
procedures of the Colorado Department of Labor and Employment ("Department Program")
to undertake pre -employment screening of job applicants while this Contract is being
performed, (ii) shall notify the Subcontractor and CDHS within 3 days if Contractor has
actual knowledge that a Subcontractor is employing or contracting with an illegal alien for
work under this Contract, (iii) shall terminate the subcontract if a Subcontractor does not stop
employing or contracting with the illegal alien within 3 days of receiving the notice, and (iv)
shall comply with reasonable requests made in the course of an investigation, undertaken
pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment.
If Contractor participates in the Department program, Contractor shall deliver to CDHS a
written, notarized affirmation, affirming that Contractor has examined the legal work status
of such employee, and shall comply with all of the other requirements of the Department
program. If Contractor fails to comply with any requirement of this provision or §§8-17.5-
101 et seq., C.R.S., CDHS may terminate this Contract for breach and, if so terminated,
Contractor shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Contractor, if a natural person 18 years of age or older, hereby swears and affirms under
penalty of perjury that Contractor (i) is a citizen or otherwise lawfully present in the United
States pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-101 et seq.,
C.R.S., and (iii) has produced one form of identification required by §24-76.5-103, C.R.S.
prior to the Effective Date of this Contract.
20. DEPARTMENT OF HUMAN SERVICES PROVISIONS
A. Exclusion, Debarment and/or Suspension
Contractor represents and warrants that Contractor, its employees, agents, assigns, or
Subcontractors, are not presently excluded from participation, debarred, suspended, proposed
for debarment, declared ineligible, voluntarily excluded, or otherwise ineligible to participate
in a "federal health care program" as defined in 42 U.S.C. § 1320a-7b(f) or in any other
government payment program by any federal or State of Colorado department or agency. If
Contractor, its employees, agents, assigns, or Subcontractors, are excluded from
participation, or becomes otherwise ineligible to participate in any such program during the
term of this Contract, Contractor shall notify the State in writing within three (3) days after
such event. Upon the occurrence of such event, whether or not such notice is given to
Contractor, the State may immediately terminate this Contract.
B. Emergency Planning
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If Contractor provides Work that is an extension of State work performed as part of the State
of Colorado Emergency Operations Plan or for a publicly funded safety net program, as
defined by C.R.S. § 24-33.5-701 et seq., Contractor shall perform the Work in accordance
with the State's Emergency Operations Plan or continuity of operations plan in the event of
an emergency. If requested, Contractor shall provide a plan and reporting information to
ensure compliance with the State's Emergency Operations Plan and C.R.S. § 24-33.5-701 et
seq.
C. Restrictions on Public Benefits
If applicable, Contractor shall comply with C.R.S. §§ 24-76.5-101 - 103 exactly as the State
is required to comply with C.R.S. §§ 24-76.5-101 - 103.
D. Discrimination
Contractor shall not:
i. discriminate against any person on the basis of race, color, national origin, age, sex,
religion or handicap, including Acquired Immune Deficiency Syndrome (AIDS) or
AIDS related conditions.
ii. exclude from participation in, or deny benefits to any qualified individual with a
disability, by reason of such disability.
Any person who thinks he/she has been discriminated against as related to the performance
of this Contract has the right to assert a claim, Colorado Civil Rights Division, C.R.S. §24-
34-301, et seq.
E. Criminal Background Check
Pursuant to C.R.S. §27-90-111 and CDHS Policy VI -2.4, any independent contractor, and its
agent(s), who is designated by the Executive Director or the Executive Director's designee to
be a contracting employee under C.R.S. §27-90-111, who has direct contact with vulnerable
persons in a state -operated facility, or who provides state -funded services that involve direct
contact with vulnerable persons in the vulnerable person's home or residence, shall:
i. submit to and successfully pass a criminal background check, and
ii. report any arrests, charges, or summonses for any disqualifying offense as specified by
C.R.S. §27-90-111 to the State.
Any Contractor or its agent(s), who does not comply with C.R.S. §27-90-111 and CDHS
Policy VI -2.4, may, at the sole discretion of the State, be suspended or terminated.
F. Fraud Policy
Contractor shall comply with the current CDHS Fraud Policy.
G. C-Stat - Performance Based Program Analysis and Management Strategy (C-Stat
Strategy)
Without any additional cost to the State, Contractor shall collect and maintain Contract
performance data, as determined solely by the State. Upon request, Contractor shall provide
the Contract performance data to the State. This provision does not allow the State to impose
unilateral changes to performance requirements.
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21. SAMPLE OPTION LETTER (IF APPLICABLE)
State Agency
Insert Department's or IHE's Full Legal Name
Option Letter Number
Insert the Option Number (e.g. "1" for the first option)
Contractor
Insert Contractor's Full Legal Name, including
"Inc.", "LLC", etc...
Original Contract Number
Insert CMS number or Other Contract Number of the Original Contract
Current Contract Maximum Amount
Initial Term
State Fiscal Year 20xx $0.00
Extension Terms
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
Total for All State Fiscal Years $0.00
Option Contract Number
Insert CMS number or Other Contract Number of this Option
Contract Performance Beginning Date
Month Day, Year
Current Contract Expiration Date
Month Day, Year
1. OPTIONS:
A. Option to extend for an Extension Tenn
B. Option to change the quantity of Goods under the Contract
C. Option to change the quantity of Services under the Contract
D. Option to modify Contract rates
E. Option to initiate next phase of the Contract
2. REQUIRED PROVISIONS:
A. For use with Option 1(A): In accordance with Section(s) Number of the Original Contract referenced above, the State hereby
exercises its option for an additional term, beginning Insert start date and ending on the current contract expiration date shown
above, at the rates stated in the Original Contract, as amended.
B. For use with Options 1(B and C): In accordance with Section(s) Number of the Original Contract referenced above, the State
hereby exercises its option to Increase/Decrease the quantity of the Goods/Services or both at the rates stated in the Original
Contract, as amended.
C. For use with Option 1(D): In accordance with Section(s) Number of the Original Contract referenced above, the State hereby
exercises its option to modify the Contract rates specified in Exhibit/Section Number/Letter. The Contract rates attached to this
Option Letter replace the rates in the Original Contract as of the Option Effective Date of this Option Letter.
D. For use with Option 1E: In accordance with Section(s) Number of the Original Contract referenced above, the State hereby
exercises its option to initiate Phase indicate which Phase: 2, 3, 4, etc, which shall begin on Insert start date and end on Insert
ending date at the cost/price specified in Section Number.
E. For use with all Options that modify the Contract Maximum Amount: The Contract Maximum Amount table on the
Contract's Signature and Cover Page is hereby deleted and replaced with the Current Contract Maximum Amount table shown
above.
3. Option Effective Date:
The effective date of this Option Letter is upon approval of the State Controller or
, whichever is later.
STATE OF COLORADO
INSERT -Name of Agency or IHE
INSERT -Name & Title of Head of Agency or IHE
SAMPLE ONLY - DO NOT SIGN
By: Name & Title of Person Signing for Agency or III
Date: SAMPLE ONLY — DO NOT SIGN
In accordance with §24-30-202 C.R.S., this Option is not valid
until signed and dated below by the State Controller or an
authorized delegate.
STATE CONTROLLER
SAMPLE ONLY — DO NOT SIGN
Name of Agency or IHE Delegate -Please delete ifcontract
will be routed to OSC for approval
Option Effective Date: SAMPLE ONLY - DO NOT SIGN
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Exhibit A
Statement of Work & Budget
I. Background and Introduction
The Administration for Community Living awarded the Colorado Department of
Human Services' State Unit on Aging a one-time "Expanding Access to COVID-19 Vaccines
via the Aging Network" grant to be distributed to Colorado's Area Agencies on Aging to
expand access to COVID-19 vaccines. This grant is intended to increase vaccinations among
older adults and their caregivers.
II. Offer and Acceptance
This Contract is between the State of Colorado's Department of Human Services (hereinafter
referred to as the State) and the Area Agency on Aging (hereinafter referred to as the
Contractor).
III. Period of Performance
The period of performance is October 15, 2021, or the effective date of the Contract,
whichever is later, through September 30, 2022.
IV. Budget
A. The Contractor is allocated its portion of the grant award using the same distribution
formula developed and published by the State that is used to distribute funds for Title III
and of the Older Americans Act of 1965, codified at 42 U.S.C. Sections 3021 to 303s-2,
also known as the Title III Part B Intrastate Funding Formula, and pursuant to 12 C.C.R.
2510-1, section 10.301.
B. The Contractor may spend up to 10% of its allocation on administration expenditures.
C. The State shall establish billing procedures for payment due to the Contractor in
exchange for providing services pursuant to this contract. The Contractor shall submit
monthly invoices on forms or in systems prescribed or approved by the State.
D. No State match is required.
E. Transfers are not available. Funds must be expended on allowed activities as noted in
Section VII, below.
F. Fund Availability: Financial obligations of a governmental entity contractor payable after
the current fiscal year are contingent upon funds for that purpose being appropriated,
budgeted and otherwise made available. Execution of this Agreement by governmental
entity contractor does not create an obligation on the part of governmental entity
contractor to expend funds not otherwise appropriated in each succeeding year.
V. Compliance with State and Federal Law
The Contractor shall comply with applicable State and Federal laws, policies, audit
requirements, contract requirements, and State directives in the performance of its
duties under this Contract.
VI. Monitoring
The State is authorized to monitor the Contractor's use and management of these funds and to
review the Contractor's compliance with law, policies, audit requirements, contract
requirements, and State policy, including C.R.S. §§ 18-6.5-107 and 18-6.5-102.
Page 1 of 3
VII. Contractor Requirements
A. The Contractor shall serve older adults ("older adult" means a person who is sixty
(60) years of age or older) and their caregivers ("caregiver" means an adult family
member or another individual who is an informal provider of in -home and
community care to an older adult) by engaging in at least one of the following
activities:
1. Disseminating credible information about COVID-19 vaccines and helping
direct those with questions to additional sources of information,
2. Identifying people who may need help getting a COVID-19 vaccination,
including those who are unable to independently travel to a vaccination site,
3. Helping with scheduling a COVID-19 vaccination appointment for those who
need help,
4. Arranging or providing accessible transportation to COVID-19 vaccination
sites,
5. Providing technical assistance to local health departments and other entities
on vaccine accessibility,
6. Providing personal support if needed (e.g., peer support), and
7. Reminding the person of their second vaccination appointment if needed.
B. The Contractor may consider the following uses of the award funds, or other uses
not listed as long as those uses further the purposes of the grant award, to meet the
requirements of Section VII(A), above:
1. Promoting COVID-19 booster shots, subject to authorization by the U.S.
Food and Drug Administration and recommendation by Centers for Disease
Control and Prevention's (CDC) Advisory Committee on Immunization
Practices (ACIP) and local public health agencies,
2. Advertising through newspapers, radio, digital media, and other mediums to
combat vaccine hesitancy,
3. Offering incentives such as gift cards to encourage COVID-19 vaccinations,
4. Offering travel vouchers to those who need assistance with traveling to
vaccination sites,
5. Addressing inequity in COVID-19 vaccination access among older adults,
family caregivers, and aging network staff and volunteers from communities
defined by race, ethnicity, geography, disability, income, sexual orientation,
gender identity, and other factors, and
6. Paying staff to plan and organize these activities, participate in meetings
with local public health and other entities, and/or collect and analyze data
on COVID-19 vaccination rates of older adults, family caregivers, and aging
network staff and volunteers.
C. The Contractor may not use the award funds in the following ways:
1. Cash incentives to encourage COVID-19 vaccinations,
2. Activities that target populations other than older adults, family caregivers,
and aging network staff and volunteers, and
3. State vaccine information lines.
Page 2 of 3
D. Reporting Requirements:
1. The Contractor is required to report annually on the uses of its portion of
the grant award. The first annual report shall be submitted to the State by
November 1, 2022. Subsequent reports shall be submitted per the direction
of the State.
2. Monthly expenditure reports shall be submitted to the State by the 15th of
the month beginning November 15, 2021.
VIII. Deliverables
A. Expanded information about and accessibility to COVID-19 vaccinations for older adults
and their caregivers.
B. Increase in COVID-19 vaccinations among older adults and their caregivers.
IX. Health Insurance Portability & Accountability Act of 1996 ("HIPAA")
Federal law and regulations governing the privacy of certain health information requires a
"Business Associate Contract" between the State and the Contractor. 45 C.F.R. Section
164.504(e). Attached and incorporated herein by reference and agreed to by the parties
is a HIPAA Business Associate Addendum for HIPAA compliance. Terms of the Addendum
shall be considered binding upon execution of this contract and shall remain in effect
during the term of the contract including any extensions.
X. Governmental Immunity: Liability for claims for injuries to persons or property arising
from the negligence of the governmental entity contractor, its departments, boards,
commissions committees, bureaus, offices, employees and officials shall be controlled
and limited by the provisions of the Colorado Governmental Immunity Act, §24-10- 101,
et seq., C.R.S. No term or condition of this Contract shall be construed or interpreted as
a waiver, express or implied, of any of the immunities, rights, benefits, protections, or
other provisions, contained in these statutes.
Page 3 of 3
EXHIBIT B
BUDGET FUNDING REQUEST
COLORADO VACCINE ACT
(VACS) EXPANDING ACCESS TO COVID-19 VACCINES VIA THE AGING NETWORK
WELD COUNTY, COLORADO
WELD COUNTY DEPARTMENT OF HUMAN SERVICES
WELD COUNTY AREA AGE CY ON AGING
REGION 2B
OCTOBER 15, 2021 TO SEPTEMBER 30, 2022
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COLORADO
VACCINE
FUNDS
A C
T
COLORADO VACCINE
ACT
FUNDS
$37,879.00
GRAND
TOTAL
$37,879.00
PAGE 1OF1
EXHIBIT C
Supplemental Provisions for Federal Awards
For the purposes of this Exhibit only, Contractor is also identified as "Subrecipient." This Contract has been
funded, in whole or in part, with an award of Federal funds. In the event of a conflict between the provisions of
these Supplemental Provisions for Federal Awards, the Special Provisions, the Contract or any attachments or
exhibits incorporated into and made a part of the Contract, the Supplemental Provisions for Federal Awards shall
control. In the event of a conflict between the Supplemental Provisions for Federal Awards and the FFATA
Supplemental Provisions (if any), the FFATA Supplemental Provisions shall control.
1) Federal Award Identification
i. Subrecipient: Region 2-B, Weld County, Colorado, Weld County Department of Human
Services, Weld County Area Agency on Aging;
ii. Subrecipient DUNS number: 075757955;
iii. The Federal Award Identification Number (FAIN) is 2101COVAC5-00
iv. The Federal award date is April 8, 2021;
v. The subaward period of performance start date is April 1, 2021 and end date is September 30, 2022;
vii. Federal Funds available in SFY 2021: $37,869.00
viii. Federal award project description: (VAC5) Expanding Access to COVID-19 Vaccines via the
Aging Network
ix. The name of the Federal awarding agency is Department of Health and Human Services,
Administration for Community Living; the name of the pass -through entity is the State of Colorado,
Department of Human Services (CDHS); and the contact information for the awarding official is Percy
Devine (303) 844-7815 and Brandon Copeland (202 795-7430
x. The Catalog of Federal Domestic Assistance (CFDA) number is: 93.044
xi. This award is not for research & development;
xii. The indirect cost rate for the Federal award (including if the de minimis rate is charged per 2 CFR
§200.414 Indirect (F&A) costs) is pre -determined based upon the State of Colorado and CDHS cost
allocation plan.
2) All requirements imposed by CDHS on Subrecipient so that the Federal award is used in accordance with
Federal statutes, regulations, and the terms and conditions of the Federal award, are stated in Exhibit A,
Statement of Work.
3) Any additional requirements that CDHS imposes on Subrecipient in order for CDHS to meet its own
responsibility to the Federal awarding agency, including identification of any required financial and
performance reports, are stated in Exhibit A, Statement of Work.
4) Subrecipient's approved indirect cost rate is the Federally Approved Cost Allocation Plan..
5) Subrecipient must permit CDHS and auditors to have access to Subrecipient's records and financial
statements as necessary for CDHS to meet the requirements of 2 CFR §200.331 Requirements for pass -
through entities, §§ 200.300 Statutory and National Policy Requirements through §200.309 Period of
performance, and Subpart F —Audit Requirements of this Part.
6) The appropriate terms and conditions concerning closeout of the subaward are listed in Section 18 of this
Exhibit and Exhibit A, Statement of Work.
7) Performance and Final Status. Subrecipient shall submit all financial, performance, and other reports to
CDHS no later than 45 calendar days after the period of performance end date or sooner termination of this
Contract containing an evaluation and review of Subrecipient's performance and the final status of
Subrecipient's obligations hereunder.
Supplemental Provisions for Federal Awards
Page 1 of 5 Issued 3/16/2016
Revised 11/18/2016
1) Matching Funds
If a box below is checked, the accompanying provision applies.
i. ll Subrecipient is not required to provide matching funds.
ii. ❑ Subrecipient shall provide matching funds as stated in Exhibit A, Statement of Work. Subrecipient
shall have raised the full amount of matching funds prior to the Effective Date and shall report to
CDHS regarding the status of such funds upon request. Subrecipient's obligation to pay all or any
part of any matching funds, whether direct or contingent, only extends to funds duly and lawfully
appropriated for the purposes of this Contract by the authorized representatives of the Subrecipient
and paid into the Subrecipient's treasury or bank account. Subrecipient represents to CDHS that the
amount designated as matching funds has been legally appropriated for the purposes of this Contract
by its authorized representatives and paid into its treasury or bank account. Subrecipient does not by
this Contract irrevocably pledge present cash reserves for payments in future fiscal years, and this
Contract is not intended to create a multiple -fiscal year debt of the Subrecipient. Subrecipient shall
not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature,
except as required by Subrecipient's laws or policies.
2) Record Retention Period. The record retention period previously stated in this Contract is replaced with the
record retention period prescribed in 2 CFR §200.333.
3) Single Audit Requirements. If Subrecipient expends $750,000 or more in Federal Awards during
Subrecipient's fiscal year, Subrecipient shall procure or arrange for a single or program -specific audit
conducted for that year in accordance with the provisions of Subpart F -Audit Requirements of the Uniform
Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR
§200.501.
i. Election. Subrecipient shall have a single audit conducted in accordance with Uniform Guidance
§200.514 (Scope of audit), except when it elects to have a program -specific audit conducted in
accordance with §200.507 (Program -specific audits). Subrecipient may elect to have a program -
specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding
research and development) and the Federal program's statutes, regulations, or the terms and
conditions of the Federal award do not require a financial statement audit of CDHS. A program -
specific audit may not be elected for research and development unless all of the Federal Awards
expended were received from CDHS and CDHS approves in advance a program -specific audit.
ii. Exemption. If Subrecipient expends less than $750,000 in Federal Awards during its fiscal year,
Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR
§200.503 (Relation to other audit requirements), but records shall be available for review or audit by
appropriate officials of the Federal agency, the State, and the Government Accountability Office.
iii. Subrecipient Compliance Responsibility. Subrecipient shall procure or otherwise arrange for the audit
required by Part F of the Uniform Guidance and ensure it is properly performed and submitted when
due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial
statements, including the schedule of expenditures of Federal awards in accordance with Uniform
Guidance §200.510 (Financial statements) and provide the auditor with access to personnel,
accounts, books, records, supporting documentation, and other information as needed for the auditor
to perform the audit required by 2 CFR Part F -Audit Requirements
Supplemental Provisions for Federal Awards
Page 2 of 5 Issued 3/16/2016
Revised 11/18/2016
1) Contract Provisions. Subrecipient shall comply with and shall include all of the following applicable provisions
in all subcontracts entered into by it pursuant to this Contract:
i. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts
that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 shall include
the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order
11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p.
339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal
Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal
Contract Compliance Programs, Equal Employment Opportunity, Department of Labor."
"During the performance of this contract, the contractor agrees as follows:
a) The contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, or national origin. The contractor will take affirmative
action to ensure that applicants are employed, and that employees are treated during
employment, without regard to their race, color, religion, sex, or national origin. Such action
shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer,
recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The contractor agrees to
post in conspicuous places, available to employees and applicants for employment, notices
to be provided by the contracting officer setting forth the provisions of this nondiscrimination
clause.
b) The contractor will, in all solicitations or advertisements for employees placed by or on behalf
of the contractor, state that all qualified applicants will receive consideration for employment
without regard to race, color, religion, sex, or national origin.
c) The contractor will send to each labor union or representative of workers with which he has
a collective bargaining agreement or other contract or understanding, a notice to be provided
by the agency contracting officer, advising the labor union or workers' representative of the
contractors commitments under section 202 of Executive Order 11246 of September 24,
1965, and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
d) The contractor will comply with all provisions of Executive Order 11246 of September 24,
1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
e) The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records, and accounts by the contracting
agency and the Secretary of Labor for purposes of investigation to ascertain compliance with
such rules, regulations, and orders.
f) In the event of the contractor's non-compliance with the nondiscrimination clauses of this
contract or with any of such rules, regulations, or orders, this contract may be canceled,
terminated or suspended in whole or in part and the contractor may be declared ineligible for
further Government contracts in accordance with procedures authorized in Executive Order
11246 of September 24, 1965, and such other sanctions may be imposed and remedies
invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation,
or order of the Secretary of Labor, or as otherwise provided by law.
Supplemental Provisions for Federal Awards
Page 3 of 5 Issued 3/16/2016
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a) The contractor will include the provisions of paragraphs (1) through (7) in every subcontract
or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor
issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such
provisions will be binding upon each subcontractor or vendor. The contractor will take such
action with respect to any subcontract or purchase order as may be directed by the Secretary
of Labor as a means of enforcing such provisions including sanctions for noncompliance:
Provided, however, that in the event the contractor becomes involved in, or is threatened with,
litigation with a subcontractor or vendor as a result of such direction, the contractor may
request the United States to enter into such litigation to protect the interests of the United
States."
ii. 4.2 Davis -Bacon Act. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by
Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non -
Federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-
3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor
Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction"). In accordance with the statute, contractors must be required to pay wages to laborers
and mechanics at a rate not less than the prevailing wages specified in a wage determination made
by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once
a week. The non -Federal entity must place a copy of the current prevailing wage determination issued
by the Department of Labor in each solicitation. The decision to award a contract or subcontract must
be conditioned upon the acceptance of the wage determination. The non -Federal entity must report
all suspected or reported violations to the Federal awarding agency. The contracts must also include
a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented
by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public
Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States").
The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any
means, any person employed in the construction, completion, or repair of public work, to give up any
part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report
all suspected or reported violations to the Federal awarding agency.
iii. Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets the definition
of "funding agreement" under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a contract
with a small business firm or nonprofit organization regarding the substitution of parties, assignment
or performance of experimental, developmental, or research work under that "funding agreement,"
Subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by
Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and
Cooperative Agreements," and any implementing regulations issued by the awarding agency.
iv. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-
1387), as amended. Contracts and subgrants of amounts in excess of $150,000 must contain a
provision that requires the non -Federal award to agree to comply with all applicable standards, orders
or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water
Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal
awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
i. Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR
180.220) must not be made to parties listed on the government wide exclusions in the System for
Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement
Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p.
235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred,
suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory
or regulatory authority other than Executive Order 12549.
Supplemental Provisions for Federal Awards Page 4 of 5 Issued 3/16/2016
Revised 11/18/2016
ii. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award
exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will
not and has not used Federal appropriated funds to pay any person or organization for influencing or
attempting to influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with obtaining any
Federal contract, grant or any other award covered by 31 U.S.C.1352. Each tier must also disclose
any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award.
Such disclosures are forwarded from tier to tier up to the non -Federal award.
2) Compliance. Subrecipient shall comply with all applicable provisions of The Office of Management and
Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards
(Uniform Guidance), including but not limited to these Supplemental Provisions for Federal Awards. Any
revisions to such provisions automatically shall become a part of these Supplemental Provisions, without the
necessity of either party executing any further instrument. CDHS may provide written notification to
Subrecipient of such revisions, but such notice shall not be a condition precedent to the effectiveness of such
revisions.
3) Procurement Procedures. Subrecipient shall use its own documented procurement procedures which reflect
applicable State, local, and Tribal laws and regulations, provided that the procurements conform to applicable
Federal law and the standards identified in the Uniform Guidance, including without limitation, §§200.318
through 200.326 thereof.
4) Certifications. Unless prohibited by Federal statutes or regulations, CDHS may require Subrecipient to submit
certifications and representations required by Federal statutes or regulations on an annual basis (2 CFR
§200.208). Submission may be required more frequently if Subrecipient fails to meet a requirement of the
Federal award. Subrecipient shall certify in writing to CDHS at the end of the Contract that the project or
activity was completed or the level of effort was expended. 2 CFR §200.201(b)(3). If the required level of
activity or effort was not carried out, the amount of the Contract must be adjusted.
5) Event of Default. Failure to comply with the Uniform Guidance or these Supplemental Provisions for Federal
Awards shall constitute an event of default under the Contract pursuant to 2 CFR §200.339 and CDHS may
terminate the Contract in accordance with the termination provisions in the Contract.
6) Close Out. Subrecipient shall close out this Contract within 90 days after the End Date. Contract close out
entails submission to CDHS by Subrecipient of all documentation defined as a deliverable in this Contract,
and Subrecipient's final reimbursement request. CDHS shall withhold 5% of the allowable costs until all final
project documentation has been submitted and accepted by State as substantially complete. If the project
has not been closed by the Federal awarding agency within 1 year and 90 days after the End Date due to
Subrecipient's failure to submit required documentation that CDHS has requested from Subrecipient, then
Subrecipient may be prohibited from applying for new Federal awards through the State until such
documentation has been submitted and accepted.
7) Erroneous Payments. The closeout of a Federal award does not affect the right of the Federal awarding
agency or CDHS to disallow costs and recover funds on the basis of a later audit or other review. Any cost
disallowance recovery is to be made within the record retention period.
EXHIBIT END
Supplemental Provisions for Federal Awards Page 5 of 5 Issued 3/16/2016
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COLORADO
Financial Services
Department of Human Seances
Divisions of Contracts and Procurement
EXHIBIT D - HIPAA BUSINESS ASSOCIATE AGREEMENT
This HIPAA Business Associate Agreement ("Agreement") between the State and Contractor is agreed to in
connection with, and as an exhibit to, the Contract. For purposes of this Agreement, the State is referred to as
"Covered Entity" and the Contractor is referred to as "Business Associate". Unless the context clearly requires a
distinction between the Contract and this Agreement, all references to "Contract" shall include this Agreement.
1. PURPOSE
Covered Entity wishes to disclose information to Business Associate, which may include Protected Health
Information ("PHI"). The Parties intend to protect the privacy and security of the disclosed PHI in compliance with
the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Pub. L. No. 104-191 (1996) as
amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH Act") enacted
under the American Recovery and Reinvestment Act of 2009 ("ARRA") Pub. L. No. 111-5 (2009), implementing
regulations promulgated by the U.S. Department of Health and Human Services at 45 C.F.R. Parts 160, 162 and
164 (the "HIPAA Rules") and other applicable laws, as amended. Prior to the disclosure of PHI, Covered Entity is
required to enter into an agreement with Business Associate containing specific requirements as set forth in, but not
limited to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of the Code of Federal Regulations ("C.F.R.")
and all other applicable laws and regulations, all as may be amended.
2. DEFINITIONS
The following terms used in this Agreement shall have the same meanings as in the HIPAA Rules: Breach, Data
Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice
of Privacy Practices, Protected Health Information, Required by Law, Secretary, Security Incident, Subcontractor,
Unsecured Protected Health Information, and Use.
The following terms used in this Agreement shall have the meanings set forth below:
a. Business Associate. "Business Associate" shall have the same meaning as the term "business associate"
at 45 C.F.R. 160.103, and shall refer to Contractor.
b. Covered Entity. "Covered Entity" shall have the same meaning as the term "covered entity" at 45 C.F.R.
160.103, and shall refer to the State.
c. Information Technology and Information Security. "Information Technology" and "Information
Security" shall have the same meanings as the terms "information technology" and "information
security", respectively, in §24-37.5-102, C.R.S.
Capitalized terms used herein and not otherwise defined herein or in the HIPAA Rules shall have the meanings
ascribed to them in the Contract.
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Financial Services
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3. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
a. Permitted Uses and Disclosures.
i. Business Associate shall use and disclose PHI only to accomplish Business Associate's
obligations under the Contract.
i. To the extent Business Associate carries out one or more of Covered Entity's obligations under
Subpart E of 45 C.F.R. Part 164, Business Associate shall comply with any and all requirements
of Subpart E that apply to Covered Entity in the performance of such obligation.
ii. Business Associate may disclose PHI to carry out the legal responsibilities of Business
Associate, provided, that the disclosure is Required by Law or Business Associate obtains
reasonable assurances from the person to whom the information is disclosed that:
A. the information will remain confidential and will be used or disclosed only as Required
by Law or for the purpose for which Business Associate originally disclosed the
information to that person, and;
B. the person notifies Business Associate of any Breach involving PHI of which it is
aware.
iii. Business Associate may provide Data Aggregation services relating to the Health Care
Operations of Covered Entity. Business Associate may de -identify any or all PHI created or
received by Business Associate under this Agreement, provided the de -identification conforms
to the requirements of the HIPAA Rules.
d. Minimum Necessary. Business Associate, its Subcontractors and agents, shall access, use, and disclose
only the minimum amount of PHI necessary to accomplish the objectives of the Contract, in accordance
with the Minimum Necessary Requirements of the HIPAA Rules including, but not limited to, 45
C.F.R. 164.502(b) and 164.514(d).
e. Impermissible Uses and Disclosures.
i. Business Associate shall not disclose the PHI of Covered Entity to another covered entity
without the written authorization of Covered Entity.
ii. Business Associate shall not share, use, disclose or make available any Covered Entity PHI in
any form via any medium with or to any person or entity beyond the boundaries or jurisdiction
of the United States without express written authorization from Covered Entity.
f. Business Associate's Subcontractors.
i. Business Associate shall, in accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2),
ensure that any Subcontractors who create, receive, maintain, or transmit PHI on behalf of
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Financial Services
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Drvisro1 of Contracts and Procurement.
Business Associate agree in writing to the same restrictions, conditions, and requirements that
apply to Business Associate with respect to safeguarding PHI.
ii. Business Associate shall provide to Covered Entity, on Covered Entity's request, a list of
Subcontractors who have entered into any such agreement with Business Associate.
iii. Business Associate shall provide to Covered Entity, on Covered Entity's request, copies of any
such agreements Business Associate has entered into with Subcontractors.
Access to System. If Business Associate needs access to a Covered Entity Information Technology
system to comply with its obligations under the Contract or this Agreement, Business Associate shall
request, review, and comply with any and all policies applicable to Covered Entity regarding such
system including, but not limited to, any policies promulgated by the Office of Information Technology
and available at http://oit.state.co.us/about/policies.
h. Access to PHI. Business Associate shall, within ten days of receiving a written request from Covered
Entity, make available PHI in a Designated Record Set to Covered Entity as necessary to satisfy
Covered Entity's obligations under 45 C.F.R. 164.524.
i. Amendment of PHI.
J•
Business Associate shall within ten days of receiving a written request from Covered Entity
make any amendment to PHI in a Designated Record Set as directed by or agreed to by Covered
Entity pursuant to 45 C.F.R. 164.526, or take other measures as necessary to satisfy Covered
Entity's obligations under 45 C.F.R. 164.526.
ii. Business Associate shall promptly forward to Covered Entity any request for amendment of
PHI that Business Associate receives directly from an Individual.
Accounting Rights. Business Associate shall, within ten days of receiving a written request from
Covered Entity, maintain and make available to Covered Entity the information necessary for Covered
Entity to satisfy its obligations to provide an accounting of Disclosure under 45 C.F.R. 164.528.
k. Restrictions and Confidential Communications.
i. Business Associate shall restrict the Use or Disclosure of an Individual's PHI within ten days
of notice from Covered Entity of:
A. a restriction on Use or Disclosure of PHI pursuant to 45 C.F.R. 164.522; or
B. a request for confidential communication of PHI pursuant to 45 C.F.R. 164.522.
ii. Business Associate shall not respond directly to an Individual's requests to restrict the Use or
Disclosure of PHI or to send all communication of PHI to an alternate address.
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Financial Services
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Division of Contracts and Procurement
iii. Business Associate shall refer such requests to Covered Entity so that Covered Entity can
coordinate and prepare a timely response to the requesting Individual and provide direction to
Business Associate.
1. Governmental Access to Records. Business Associate shall make its facilities, internal practices, books,
records, and other sources of information, including PHI, available to the Secretary for purposes of
determining compliance with the HIPAA Rules in accordance with 45 C.F.R. 160.310.
m. Audit, Inspection and Enforcement.
Business Associate shall obtain and update at least annually a written assessment performed by
an independent third party reasonably acceptable to Covered Entity, which evaluates the
Information Security of the applications, infrastructure, and processes that interact with the
Covered Entity data Business Associate receives, manipulates, stores and distributes. Upon
request by Covered Entity, Business Associate shall provide to Covered Entity the executive
summary of the assessment.
ii. Business Associate, upon the request of Covered Entity, shall fully cooperate with Covered
Entity's efforts to audit Business Associate's compliance with applicable HIPAA Rules. If,
through audit or inspection, Covered Entity determines that Business Associate's conduct
would result in violation of the HIPAA Rules or is in violation of the Contract or this
Agreement, Business Associate shall promptly remedy any such violation and shall certify
completion of its remedy in writing to Covered Entity.
n. Appropriate Safeguards.
i. Business Associate shall use appropriate safeguards and comply with Subpart C of 45 C.F.R.
Part 164 with respect to electronic PHI to prevent use or disclosure of PHI other than as
provided in this Agreement.
ii. Business Associate shall safeguard the PHI from tampering and unauthorized disclosures.
iii. Business Associate shall maintain the confidentiality of passwords and other data required for
accessing this information.
iv. Business Associate shall extend protection beyond the initial information obtained from
Covered Entity to any databases or collections of PHI containing information derived from the
PHI. The provisions of this section shall be in force unless PHI is de -identified in conformance
to the requirements of the HIPAA Rules.
o. Safeguard During Transmission.
i. Business Associate shall use reasonable and appropriate safeguards including, without
limitation, Information Security measures to ensure that all transmissions of PHI are authorized
and to prevent use or disclosure of PHI other than as provided for by this Agreement.
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Division of Contracts and Procurement
ii. Business Associate shall not transmit PHI over the internet or any other insecure or open
communication channel unless the PHI is encrypted or otherwise safeguarded with a FIPS-
compliant encryption algorithm.
Reporting of Improper Use or Disclosure and Notification of Breach.
Business Associate shall, as soon as reasonably possible, but immediately after discovery of a
Breach, notify Covered Entity of any use or disclosure of PHI not provided for by this
Agreement, including a Breach of Unsecured Protected Health Information as such notice is
required by 45 C.F.R. 164.410 or a breach for which notice is required under §24-73-103,
C.R.S.
ii. Such notice shall include the identification of each Individual whose Unsecured Protected
Health Information has been, or is reasonably believed by Business Associate to have been,
accessed, acquired, or disclosed during such Breach.
iii. Business Associate shall, as soon as reasonably possible, but immediately after discovery of
any Security Incident that does not constitute a Breach, notify Covered Entity of such incident.
iv. Business Associate shall have the burden of demonstrating that all notifications were made as
required, including evidence demonstrating the necessity of any delay.
Business Associate's Insurance and Notification Costs.
i. Business Associate shall bear all costs of a Breach response including, without limitation,
notifications, and shall maintain insurance to cover:
A. loss of PHI data;
B. Breach notification requirements specified in HIPAA Rules and in §24-73-103, C.R.S.;
and
C. claims based upon alleged violations of privacy rights through improper use or
disclosure of PHI.
ii. All such policies shall meet or exceed the minimum insurance requirements of the Contract or
otherwise as may be approved by Covered Entity (e.g., occurrence basis, combined single
dollar limits, annual aggregate dollar limits, additional insured status, and notice of
cancellation).
iii. Business Associate shall provide Covered Entity a point of contact who possesses relevant
Information Security knowledge and is accessible 24 hours per day, 7 days per week to assist
with incident handling.
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Financial Services
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iv. Business Associate, to the extent practicable, shall mitigate any harmful effect known to
Business Associate of a Use or Disclosure of PHI by Business Associate in violation of this
Agreement.
r. Subcontractors and Breaches.
Business Associate shall enter into a written agreement with each of its Subcontractors and
agents, who create, receive, maintain, or transmit PHI on behalf of Business Associate. The
agreements shall require such Subcontractors and agents to report to Business Associate any
use or disclosure of PHI not provided for by this Agreement, including Security Incidents and
Breaches of Unsecured Protected Health Information, on the first day such Subcontractor or
agent knows or should have known of the Breach as required by 45 C.F.R. 164.410.
ii. Business Associate shall notify Covered Entity of any such report and shall provide copies of
any such agreements to Covered Entity on request.
s. Data Ownership.
i. Business Associate acknowledges that Business Associate has no ownership rights with respect
to the PHI.
ii. Upon request by Covered Entity, Business Associate immediately shall provide Covered Entity
with any keys to decrypt information that the Business Association has encrypted and maintains
in encrypted form, or shall provide such information in unencrypted usable form.
t. Retention of PHI. Except upon termination of this Agreement as provided in Section 5, below, Business
Associate and its Subcontractors or agents shall retain all PHI throughout the term of this Agreement,
and shall continue to maintain the accounting of disclosures required under Section 3.h, above, for a
period of six years.
4. OBLIGATIONS OF COVERED ENTITY
a. Safeguards During Transmission. Covered Entity shall be responsible for using appropriate safeguards
including encryption of PHI, to maintain and ensure the confidentiality, integrity, and security of PHI
transmitted pursuant to this Agreement, in accordance with the standards and requirements of the
HIPAA Rules.
b. Notice of Changes.
a.
i. Covered Entity maintains a copy of its Notice of Privacy Practices on its website. Covered Entity
shall provide Business Associate with any changes in, or revocation of, permission to use or
disclose PHI, to the extent that it may affect Business Associate's permitted or required uses or
disclosures.
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Financial Services
Department W Htsn'wn Sevres
Division of Contracts and Procvremeort
ii. Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI
to which Covered Entity has agreed in accordance with 45 C.F.R. 164.522, to the extent that it
may affect Business Associate's permitted use or disclosure of PHI.
5. TERMINATION
b. Breach.
i. In addition to any Contract provision regarding remedies for breach, Covered Entity shall have
the right, in the event of a breach by Business Associate of any provision of this Agreement, to
terminate immediately the Contract, or this Agreement, or both.
ii. Subject to any directions from Covered Entity, upon termination of the Contract, this
Agreement, or both, Business Associate shall take timely, reasonable, and necessary action to
protect and preserve property in the possession of Business Associate in which Covered Entity
has an interest
u. Effect of Termination.
i. Upon termination of this Agreement for any reason, Business Associate, at the option of
Covered Entity, shall return or destroy all PHI that Business Associate, its agents, or its
Subcontractors maintain in any form, and shall not retain any copies of such PHI.
ii. If Covered Entity directs Business Associate to destroy the PHI, Business Associate shall
certify in writing to Covered Entity that such PHI has been destroyed.
iii. If Business Associate believes that returning or destroying the PHI is not feasible, Business
Associate shall promptly provide Covered Entity with notice of the conditions making return
or destruction infeasible. Business Associate shall continue to extend the protections of Section
3 of this Agreement to such PHI, and shall limit further use of such PHI to those purposes that
make the return or destruction of such PHI infeasible.
6. INJUNCTIVE RELIEF
Covered Entity and Business Associate agree that irreparable damage would occur in the event Business Associate
or any of its Subcontractors or agents use or disclosure of PHI in violation of this Agreement, the HIPAA Rules or
any applicable law. Covered Entity and Business Associate further agree that money damages would not provide
an adequate remedy for such Breach. Accordingly, Covered Entity and Business Associate agree that Covered
Entity shall be entitled to injunctive relief, specific performance, and other equitable relief to prevent or restrain any
Breach or threatened Breach of and to enforce specifically the terms and provisions of this Agreement.
7. LIMITATION OF LIABILITY
Any provision in the Contract limiting Contractor's liability shall not apply to Business Associate's liability under
this Agreement, which shall not be limited.
Page 7 of 10
HIPAA BAA
Revised August 2018
a
COLORADO
Financial Services
Department or Hto n 5ernoes
Division of Contracts and Procurement
8. DISCLAIMER
Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement
or the HIPAA Rules will be adequate or satisfactory for Business Associate's own purposes. Business Associate is
solely responsible for all decisions made and actions taken by Business Associate regarding the safeguarding of
PHI.
9. CERTIFICATION
Covered Entity has a legal obligation under HIPAA Rules to certify as to Business Associate's Information Security
practices. Covered Entity or its authorized agent or contractor shall have the right to examine Business Associate's
facilities, systems, procedures, and records, at Covered Entity's expense, if Covered Entity determines that
examination is necessary to certify that Business Associate's Information Security safeguards comply with the
HIPAA Rules or this Agreement.
10. AMENDMENT
a. Amendment to Comply with Law. The Parties acknowledge that state and federal laws and regulations
relating to data security and privacy are rapidly evolving and that amendment of this Agreement may
be required to provide procedures to ensure compliance with such developments.
i. In the event of any change to state or federal laws and regulations relating to data security
and privacy affecting this Agreement, the Parties shall take such action as is necessary to
implement the changes to the standards and requirements of HIPAA, the HIPAA Rules and
other applicable rules relating to the confidentiality, integrity, availability and security of
PHI with respect to this Agreement.
ii. Business Associate shall provide to Covered Entity written assurance satisfactory to
Covered Entity that Business Associate shall adequately safeguard all PHI, and obtain
written assurance satisfactory to Covered Entity from Business Associate's Subcontractors
and agents that they shall adequately safeguard all PHI.
i. iii. Upon the request of either Party, the other Party promptly shall negotiate in good faith the
terms of an amendment to the Contract embodying written assurances consistent with the
standards and requirements of HIPAA, the HIPAA Rules, or other applicable rules.
ii. iv. Covered Entity may terminate this Agreement upon 30 days' prior written notice in the
event that:
A. Business Associate does not promptly enter into negotiations to amend the Contract
and this Agreement when requested by Covered Entity pursuant to this Section; or
B. Business Associate does not enter into an amendment to the Contract and this
Agreement, which provides assurances regarding the safeguarding of PHI sufficient,
Page 8 of 10
HIPAA BAA
Revised August 2018
a
COLORADO
Financial Services
W Human Senses
Drvisinn of Contracts and Procurement
in Covered Entity's sole discretion, to satisfy the standards and requirements of the
HIPAA, the HIPAA Rules and applicable law.
v. Amendment of Appendix. The Appendix to this Agreement may be modified or amended by the mutual
written agreement of the Parties, without amendment of this Agreement. Any modified or amended
Appendix agreed to in writing by the Parties shall supersede and replace any prior version of the
Appendix.
11. ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS
Covered Entity shall provide written notice to Business Associate if litigation or administrative proceeding is
commenced against Covered Entity, its directors, officers, or employees, based on a claimed violation by Business
Associate of HIPAA, the HIPAA Rules or other laws relating to security and privacy or PHI. Upon receipt of such
notice and to the extent requested by Covered Entity, Business Associate shall, and shall cause its employees,
Subcontractors, or agents assisting Business Associate in the performance of its obligations under the Contract to,
assist Covered Entity in the defense of such litigation or proceedings. Business Associate shall, and shall cause its
employees, Subcontractor's and agents to, provide assistance, to Covered Entity, which may include testifying as a
witness at such proceedings. Business Associate or any of its employees, Subcontractors or agents shall not be
required to provide such assistance if Business Associate is a named adverse party.
12. INTERPRETATION AND ORDER OF PRECEDENCE
Any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with the
HIPAA Rules. In the event of an inconsistency between the Contract and this Agreement, this Agreement shall
control. This Agreement supersedes and replaces any previous, separately executed HIPAA business associate
agreement between the Parties.
13. SURVIVAL
Provisions of this Agreement requiring continued performance, compliance, or effect after termination shall survive
termination of this contract or this agreement and shall be enforceable by Covered Entity.
Page 9 of 10
HIPAA BAA
Revised August 2018
COLORADO
Finandai Services
Department of Human Sen ces
Division of Contracts and Procurement
APPENDIX TO HIPAA BUSINESS ASSOCIATE AGREEMENT
This Appendix ("Appendix") to the HIPAA Business Associate Agreement ("Agreement") is s an appendix to the
Contract and the Agreement. For the purposes of this Appendix, defined terms shall have the meanings ascribed to
them in the Agreement and the Contract. Unless the context clearly requires a distinction between the Contract, the
Agreement, and this Appendix, all references to "Contract" or "Agreement" shall include this Appendix.
1. PURPOSE
This Appendix sets forth additional terms to the Agreement. Any sub -section of this Appendix marked as
"Reserved" shall be construed as setting forth no additional terms.
2. ADDITIONAL TERMS
a. Additional Permitted Uses. In addition to those purposes set forth in the Agreement, Business
Associate may use PHI for the following additional purposes:
i. Reserved.
b. Additional Permitted Disclosures. In addition to those purposes set forth in the Agreement, Business
Associate may disclose PHI for the following additional purposes:
i. Reserved.
c. Approved Subcontractors. Covered Entity agrees that the following Subcontractors or agents of
Business Associate may receive PHI under the Agreement:
i. Reserved.
d. Definition of Receipt of PHI. Business Associate's receipt of PHI under this Contract shall be deemed
to occur, and Business Associate's obligations under the Agreement shall commence, as follows:
i. Reserved.
e. Additional Restrictions on Business Associate. Business Associate agrees to comply with the following
additional restrictions on Business Associate's use and disclosure of PHI under the Contract:
i. Reserved.
f. Additional Terms. Business Associate agrees to comply with the following additional terms under the
Agreement:
i. Reserved.
Page 10 of 10
HIPAA BAA
Revised August 2018
Contract Form
New Contract Request
Entity Name* Entity ID*
COLORADO DEPARTMENT OF HUMAN 8,00003650
SERVICES
Contract Name* Contract ID
COLORADO DEPARTMENT OF HUMAN SERVICES (CDHS:) 5296
OFFICE OF ADULT, AGING & DISABILITY SERVICES, DIVISION
OF AGING AND ADULT SERVICES CONTRACT TO EXPAND Contract Lead*
ACCESS TO COVID-19 VACCINES VIA THE AGING NETWORK HLOONEY
Contract Status
LIB REVIEW
❑ New Entity?
Contract Lead Email
hlooney@weIdgov.com, cobb
xxlkc'weldgov.com
D
Requires Board Approval
YES
Department Project t
Contract Description*
COLORADO DEPARTMENT OF HUMAN SERVICES (CDHS) DIVISION OF AGING AND ADULT SERVICES VACCINE CONTRACT TO
EXPAND ACCESS TO COVID-19 VACCINES VIA THE AGING NETWORK. THE FEDERAL GRANT NO. 2101 COVAC5-00, CFDA
93.044 AMOUNT = $37,859.
Contract Description 2
PA ROUTING THROUGH NORMAL APPROVAL PROCESS. ETA TO CTE 10)14;2021.
Contract Type
CONTRACT
Amount*
537,869.00
Renewable*
NO
Automatic Renewal
Department Requested BOCC Agenda Due Date
HUMAN SERVICES Date* 10/23,2021
10.`27;2021
Department Email
CM-
HumanServicesreldgov.co
rn
errant Head Email
CM-HurnanServices-
DeptHeadweldgov.com
County Attorney
GENERAL COUNTY
A I I ORNEY EMAIL
County Attorney Email
CM-
COUNTYA I I ORNEYWELDG
OV.COM
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be included?
If this is a renewal enter previous Contract ID
Ilf this is of a MSA enter MSA Contract ID
Note- the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in
OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Contact Info
Contact Name
Purchasing
Review Date*
07,29'2022
Committed Delivery Date
Renewal Date
Expiration Date*
09;'30`2022
Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head
JAMIE ULRICH
DH Approved Date
11,0112021
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
1 1 ;`03, 2021
Originator
HLOONEY
Finance Approver
BARB CONNOLLY
Legal Counsel
KARIN MCDOLIGAL
Finance Approved Date Legal Counsel Approved Date
11,0112021 11 01,'2021
Tyler Ref #
AG 110321
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